MLP: The Next Generation
by SportsMetalWWEandPonyFan2578
Summary: Twilight gives birth to a foal, and the kingdom is happy. But a dark prophecy looms over the young one's head. Will she follow in her mother's hoof steps of friendship, or will she turn to the evil within and destroy Equestria? Read, review, and enjoy!
1. Innocent Questions

Princess Cadance, her husband Prince Shining Armor, and their daughter Princess Flurry Heart waited impatiently outside the door of Twilight's chambers. They had all been summoned there by Twilight's husband, Flash Sentry, for a certain event. Now, this happening was not like any normal one. This was one of the biggest in the history of Equestria. Twilight was giving birth to the newest royal foal of Equestria.

As they waited, Shining Armor couldn't stop himself from pacing up and down the carpeted floor. His wife gave him an odd look. "Shining, sweetheart, if you keep pacing like that, you're gonna wear a hole in the floor." He shot her back a look of his own. "I'm well aware of that, Cadance. I'm just worried about Twily, that's all."

She smiled at him. "Don't worry," she said, "the doctors are with her. She's getting the best of care, and I'm sure the new baby will be here very soon."

"Mommy?" Asked Flurry Heart

"Yes, sweetie?" Her mother replied

"Why is daddy so nervous?"

Cadance chuckled. Her daughter asked questions typical of any 5-year-old foal, but they were asked in the sweetest way. They reminded her of the questions she used to ask her aunt Celestia when she was that age. She sighed as she reminisced about her childhood. "Mommy?" Flurry asked once again, a little more impatiently.

Cadance snapped out of her mini fantasy and looked at her daughter. "Flurry, what does mommy say about being impatient?" She asked sternly. Flurry gave an exasperated scoff, "but I wanna know!"

"Flurry Heart…" This time, the voice was her father's and his tone let her know that she should be quiet or be in for it. "Mommy will give you an answer here in a minute. Be patient."

Flurry let out a loud "HMPH" and sat back beside her mother. Cadance turned down and nuzzled her daughter. "Oh, come on, Flurry. This is exciting. Your new cousin is coming!"

"New cousin? Is that why daddy's so nervous?"

"Uh…yes, sweetie, it is."

"But why would that make him nervous? I thought new babies made ponies happy!"

"They do," Cadance said, "but it's…not easy to give birth to one. That's why your father is so nervous. He's worried for Auntie Twilight."

"Auntie Twilight? Is she gonna be the new foal's mommy?"

"Yes, sweetie, she is."

"Oh," Flurry said simply. She sat back and furled and unfurled her wings impatiently. She wished that the foal would just hurry up and get there already! She wanted to meet it. She hoped that it would want to play with her and be her friend. She turned back to her mother. She couldn't believe that her mother sat there stiff as a board while her father paced the room.

She also had another question on her young mind, but she was unsure about asking it. She didn't really know what was going on. She knew that a foal was coming, but she didn't know where it was coming from or how it got there. _It must be coming from some real faraway place for Daddy to be so nervous and for Auntie Twily to want to be its Mommy._

So once again, she opened her small mouth. "Mommy?" 

"Yes, Flurry?"

"Um…I can ask you anything, right?"

"Of course, Flurry. Never be afraid to ask either me or your father a question. That's one of the reasons why we're here."

"Where is the new foal coming from? Is it coming from Saddle Arabia? Yak-Yak-istan? Where?"

Cadance stifled a laugh at her daughter's complete innocence. She really thought that the new foal was traveling there from some distant country. But then her face turned pale with dread. She didn't realize it at first, but her daughter had asked THE question. The question that she and Shining Armor had feared ever since the day she was born. She was way too young for "the talk," but she deserved an honest response. After all, if she lied to her now to preserve her childhood innocence and naiveté, she might never trust her again!

So, she defaulted to her husband. "Why don't you ask Daddy about that?"

"Oh…OK," Flurry said as she got up and trotted over to her father. Shining Armor wasn't paying any attention to where he was going, and nearly trod his daughter under hoof. She squeaked in protest. "Oh! Flurry, sweetie, I'm sorry," said her nervous father as he scooped her up. In seconds, she went from squeaking to avoid being run over to laughing as her father placed her on his back. She loved it when he did that. She felt like she could see the whole world sitting on his shoulders.

"Daddy," Flurry said, "I had a question for Mommy, but she said I should come ask you about it."

"Oh? What's that?"

"Where is the new foal coming from? Which country?"

Shining Armor's face also turned pale and he turned to shoot Cadance a look that said, "gee, thanks a lot for pawning this off on me." She smiled back at him and pointed to their daughter. He turned to her and said, "well, er, Flurry, um…it's not coming from another country."

"It's not?"

"No, sweetie, it's coming from the same place you came from."

"Really?"

"Yes, from inside its mother."

Flurry's mouth dropped open in shock. Had she really come from inside her Mommy? She couldn't believe it. She turned and looked at her mother. She never realized it before, but her mother was a very beautiful mare. Maybe that's why Daddy had married her. But she still didn't see how she could fit inside there. She thought she was much too big.

"How in Equestria could I have ever fit inside there?!"

Her parents, unable to stand it any longer, broke out into laughter. Tears came to Flurry's eyes. Were they laughing at her? She didn't think she did anything that odd. She just asked a simple question. She began crying on her father's shoulder. "Why are you laughing at me?!" She sobbed, "I didn't do anything funny!"

Her mother raced to her side and both parents tried profusely to comfort the little foal. "I'm sorry, Flurry. Please don't cry, sweetie," her mother soothed. "We're not laughing at you," her father reassured her, "we're laughing because your questions are adorable."

Cadance smiled at her daughter, and Flurry wiped away her tears and smiled back. "So…you really aren't laughing at me?"

"Of course not, sweetheart! We would never laugh at you!" Cadance nuzzled her daughter's face and gave it a small kiss. Flurry giggled. "Mommy, your kisses tickle!" She said between chuckles. She looked up and her parents smiled back at her, pouring all their love into those looks. At that point, Flurry knew that her parents would always love her and would never purposely laugh at her.

But her question still remained. "How did I ever fit inside Mommy?" She asked again. Her parents both turned pale and they looked at each other. How on Earth were they ever going to get out of this one? "Well, Flurry…" Shining Armor said before sighing in defeat, "look, honey, you were very, very small when you were in there. Much smaller than you are now."

He hoped being truthful would quiet the young filly, but of course, the follow-up question was: "well, how in Equestria did I ever get there?"

Shining Armor opened his mouth to reply, but Cadance stepped in front of him and put a hoof to it. "Sweetie," she said, "you're a little too young to understand it fully. But trust me when I tell you that you were born out of your father and I's love for each other and for you."

"Really?" Flurry asked as her eyes shone happily

"Really," Cadance said, "and we will always love you, no matter what."

"Promise?"

"Cross my heart," Cadance said, making a slashing motion across her chest with a hoof.

Flurry jumped off her father and landed on her mother. She threw her hooves around her neck. "I love you too, Mommy!" She squeaked happily. Shining Armor, moved by the moment, walked to the rest of his family and threw his forelegs around them. "Oh, dear," Cadance said playfully, "it looks like Daddy has us in a bear hug!" "BEAR HUG!" Flurry squealed as she leapt back on her father. They all went tumbling to the floor, laughing.

Suddenly, the door behind them opened and Twilight's good friend Starlight Glimmer peeked out. The three ponies jumped up and raced over to her, hoping to hear good news. "Well?" Shining Armor asked, "is it here?" Starlight nodded, barely able to contain her excitement. "It's a filly!" She happily announced.


	2. The Prophecy Revealed

Flurry Heart bounced around Starlight as she escorted the royal family into the room to see Twilight and the new foal. When they got there, Flurry ran up to her aunt's side. "Can I see her?! Can I see her?!" The young one asked excitedly. Twilight looked over and gave Flurry a tired smile. Flurry was surprised at just how unkempt Twilight looked. _Did Aunt Twily have an accident? _She asked herself.

"Of course you can see her, Flurry," Twilight said with exhaustion lacing her voice, "but we'll have to wait a minute. Your Uncle Flash and the doctors are making sure she's happy and healthy."

"Aunt Twily, you look like you've worked hard!" Flurry said in amazement

"Well," Twilight said, "I have been working hard. Delivering a foal is no easy task."

"It's not?"

Flurry cocked her small head to one side and Twilight stifled a smile. She didn't want to make the young filly's questions seem unimportant, but at the same time, the way she asked them was so cute. She just couldn't help but crack a smile at the innocence and youthful vigor with which she inquired about things.

"No, sweetie, it's not," Twilight said as her breathing tightened up a bit, "and I'm still in a good bit of pain."

"Oh, that's right! Mommy told me! The foal came from inside you!"

Once again, Twilight had to stifle her laughter. Flurry was so amazed at the concept that a pony could be birthed out of its mother. She remembered when she was a young foal and she had asked her parents the same type of questions. She wished she could recapture that youthful feeling, but as it was, she was a mother now. The realization of that came crashing in like a weight. But it was a weight that she wanted to bear.

She and Flash had discussed having a foal for quite some time and finally went for it. She remembered the day she went to a normal doctor's visit and came back with the exciting news. Flash went nuts when he found out he was going to be a father. He covered Twilight's face with kiss after kiss and then went and spread the word around Ponyville. The days that followed were days of rejoicing and great celebration for the entire town.

She remembered the wonderful shower that the mares of the town had thrown for her. All of her best friends had attended, and she remembered, with a combination of annoyance and amusement, how Pinkie Pie had eaten too much cake and then proceeded to vomit the contents of her stomach out the window. It had landed on a hapless guard and he ran around the bottom of the castle tree until he ran into the building itself. Other than that, it had been a wonderful occasion for all involved. She had been absolutely bombarded with presents and letters from around Equestria.

But the most special time of all had been the time that Princesses Celestia and Luna had personally visited her to wish her well and offer their congratulations. She remembered Celestia's advice to her: "a mother is much different from a friend. A mother must be orderly, dutiful, observant, and she must ensure that her offspring is the most obedient and courteous pony that they can be. But a mother must also be a bearer of all of the Elements of Harmony. Honesty, kindness, loyalty, generosity, laughter, and yes, even magic, for there is an element of magic in motherhood that is unmatched by anything in the world."

_I wonder what she meant by that, _Twilight thought as Celestia's words coursed through her mind. She was so lost in thought that she forgot Flurry was standing right there until she felt a small hoof tug on her foreleg. She turned back to see Flurry standing there, her blue eyes wide with excitement and impatience. "When can I see the new filly?!" Her niece asked urgently.

"Flurry!" Cadance said sharply, "be nice! You'll see the new foal when you see her!"

"Don't worry, Flurry," Twilight said, "she'll be out soon."

As soon as she said that, Flash Sentry came back in the room. He carefully cradled a small bundle in one of his wings. "Twily," he said lovingly, "meet your new daughter." He used a feather to pull back the bundle's covering and there lay the cutest little filly Flurry had ever seen. "Wow," the young princess breathed, "she's beautiful!"

"Indeed, she is," Twilight said with tears in her eyes as she held her daughter for the first time. "Hi, there," she said softly, "welcome to the world." Flash stepped forward and put a gentle hoof around his daughter's small head. He gave Twilight a look filled with love and devotion, and she reflected it.

"Congratulations, Twily!" Shining Armor said softly, "she's absolutely perfect."

"Thanks, BBBFF," Twilight said, using her special nickname for her brother, "you're right. She's so wonderful."

Dr. Horseton, who had delivered the new baby, stepped forward. "May I offer my congratulations as well. This room is so full of absolute love right now, I truly believe it could light up your home, Prince Shining Armor." This remark was met with laughter from Shining and his family. Twilight smiled, but was way too tired to laugh. Dr. Horseton did have one question for her, though. "What's the child's name?"

"Oh, yes, Auntie Twily! What's her name?! What's her name?!" Flurry asked in excitement.

"Flurry, be still," her father softly ordered, "the baby's asleep."

"Oh, sorry," Flurry whispered.

Twilight looked over the foal with love in her eyes. Her daughter's coat was a little darker than she thought she would be. She was something of a combination of her purple coat and her husband's bright white coat. She had a horn, so Twilight knew she was at least a unicorn, but the big question remained: was she an Alicorn?

So Twilight pulled back the wrapping a little more and, sure enough, there were wings on her daughter's sides. "She's an Alicorn!" Twilight whispered excitedly, "and she carries with her the beauty of Luna's night combined with the brightness of Celestia's day. I think her name should be…Midnight Sun." The ponies all agreed that this was an excellent name, so young Midnight Sun began her journey through life.

Over the next few days, Twilight rested and recovered from the birth. She went from feeding Midnight to resting and repeated that process over and over and over again. Cadance helped out with the foal whenever she could, and Twilight's mother, Twilight Velvet, soon arrived and helped out as well.

After a while, they were able to take Midnight's small wrapping off and look at her properly. They noticed that there was a small part of her towards her left flank that was deep purple, like her mother, and another small part of her towards her right flank that was bright white, like her father. Her facial features didn't tell the full story, and even when Twilight checked to see if she had wings, she hadn't noticed these spots.

One day, who should show up on the castle step but Zecora? She asked to see the new foal, and Starlight led her to Twilight's room where she and the foal were sleeping peacefully. Starlight looked on the small one with affection, but she noticed that Zecora's face carried a look of utter dread and absolute hostility. She knew she should get the medicine zebra out of there as quick as possible. So, not wanting to wake up either Twilight or Midnight, she shoved her out in the hall.

"What the hay was that look, Zecora?!" Starlight asked in a rage, "how could you look at a sweet, innocent foal like that?!"

"Listen close, and heed my word

Starlight Glimmer, note what you've heard

That young one there exactly matches

The pony I've seen in recent batches

In my slumber, I have dreamt of her

She ignores friendship and becomes a cur

All of Equestria should be forewarned

And run far away from this young one's horn

With her magic, she shall do damage

And become someone who is most savage

Her decrees of death shall be met with hate

For she shall be the burden of Equestria's fate

Do not let her rule, do not let her lead

Unlike her mother, she shall not heed

The Elements of Harmony and their creed

Within death's soil, she'll plant her seed

So, Starlight Glimmer, I beg you, listen

To Canterlot, you now must hasten

Warn Princess Celestia and Luna as well

And now, my rhyme is done, and I must say farewell."

With that, Zecora gave a small respectful bow and left the castle. Starlight's mouth had hung wide open throughout Zecora's dark poetry. _Midnight is going to be a monster? _She thought, _she's gonna decree death and destruction throughout Equestria? No! No, that's crazy! She's Twilight's daughter, and Twilight could teach friendship to an angry timber wolf! Still, though, that look in Zecora's eyes. I can't get it out of my head! She looked as if the entire world was going to be destroyed at Midnight's hooves!_

Starlight knew that Zecora believed in the Elements of Harmony just as much as anypony. She also knew that Zecora would never speak against Twilight or her family unless she absolutely meant it. _I have to take this seriously, _Starlight said, _after all, Zecora's never once lied about anything! I have to get to Canterlot and speak with Princess Celestia._ So she packed a small saddlebag and quickly departed for the royal capital city, forgetting to leave something explaining where she was off to. She knew she had to get to Celestia, at all costs.


	3. An Audience with the Princess

Starlight bounded into the palace in Canterlot, unsure of what she would say to Princess Celestia when she got there. She hurried towards the double doors of the throne room, remembering her way through the castle. She had been there before, to help solve a friendship problem between the royal sisters. As she ran along, thoughts about Zecora's dark and prophetic words concerning Midnight ravaged and lambasted her mind.

There were so many variables concerning the newborn. What if Zecora's words and dreams came true? Would Midnight really turn Equestria into an uninhabitable wasteland? Would the daughter of the Princess of Friendship turn out the enemy of everypony? If the answer to all these questions was affirmative, then Equestria had every reason to worry.

Starlight stopped just around the corner from the throne room. She had been chased by a guard detail and had finally found just the right corner to hide from them in. So she ducked into the shadows. As an added protective measure, she cast a small spell of invisibility on herself. When the guards ran by her, she broke the spell and emerged out of the corner.

She walked up to the massive double door entrance. It truly was gargantuan. Each door was 50 feet tall, and weighed somewhere in the neighborhood of 2 tons. She remembered Twilight telling her how, when they were first installed some 3,000 years before, it took the combined magic of Celestia, Luna, Star Swirl, and every unicorn guard in the palace just to get them up there. _Hm, _she thought, _it seems like somepony who can raise the sun wouldn't have any trouble putting those big doors in place. _What she didn't realize was that Celestia and Luna were still fillies when they were crowned and this palace was built. Yes, they could raise celestial bodies, but their magic wasn't quite in place yet.

She took a moment and admired the gold overlay of the entrance and the jewels that encrusted both doors. She realized why these doors had recently been named one of the Eight Wonders of Equestria. _They really are stunning, _she said to herself, _but, I don't have time to stand here and stare. I must see Celestia!_

So, she walked up to the guards at the entrance and humbly requested an audience. "Hey…you're the pony our colleagues were chasing, aren't you?!"

"Yes, I am," Starlight replied calmly, even though inside her chest, her heart was practically skipping beats, "but I need to see Princess Celestia. It's about the fate of Equestria!"

"Yeah, that's what they all say"

"But I mean it! I'm serious! Please, you have to let me in!"

"I don't gotta do nothin'!" The guard replied sharply, his Manehattan accent breaking through, "now, you's wait here. I'm gonna go ask Princess Celestia what I should do with a criminal like you."

"CRIMINAL?!" Starlight suddenly shouted, "I'm no criminal! Yeesh, since when did security get so tight around here?"

"Since an anonymous threat was made to my life," a soothing, yet commanding voice suddenly said. Starlight looked up and saw Princess Celestia standing there. She and the guards bowed in respect. When she bowed back, they looked up at her. She smiled down at Starlight and then gave the Manehattan guard a stern look. "Saddle Quill, what have I told you about scaring away my guests?"

"But, Your Majesty, she was gonna…"

"She wasn't gonna do anything to me. This is Starlight Glimmer, the pony who reunited my sister and me when we were having an argument by switching our cutie marks and forcing us to live as the other did for a day."

Saddle Quill's mouth dropped to the floor, "you mean this…"

"Yes, Saddle Quill, and she's welcome here anytime. Now, return to your duties at once"

"As you wish, Princess Celestia," he said before bowing to her. He then turned to Starlight. "Ms. Glimmer, my sincerest apologies."

"Oh, that's okay."

He smiled at both mares before heading back to his guard duties. Celestia sighed, "Saddle Quill. He's one of my top guards, and always has my best interests at heart…but sometimes he can be a little rough around the edges."

"A little?!" Starlight asked, breaking into a smile. Both ponies laughed before Celestia pulled Starlight into a warm hug. She silently beckoned her into the throne room. As they walked in, Starlight gasped. She had forgotten just how huge the throne room was, especially since it had been rebuilt in the wake of the Storm King's attack. She hadn't seen the renovated room, and she marveled at it.

Two huge stained glass windows covered the back wall. One depicted Celestia raising the sun, the other Luna raising the moon. Beneath their luminosity sat two thrones that were tiny by comparison. Starlight was surprised at just how small the thrones were. But, she figured, the princesses of Equestria wouldn't want to be seen as taking on airs about things.

Celestia walked up and sat on her throne, facing Starlight. The light shone through and touched her consistently flowing mane. The magic that was present there caused the light to refract all around the room and, for an instant, the rainbow mane created a second rainbow. Starlight immediately felt more comfortable in this environment as she waited for Celestia to speak.

"Starlight Glimmer," Celestia said as she cast a warm smile down on the light purple mare, "it is wonderful to see you once again! Ever since you broke up the argument between my sister and I, our relationship has never been better. True, there have been trials and we've had our disagreements, but overall, I'd say that we haven't had a period like this since we were fillies thousands of years ago. But enough of personal matters, what can I do for you?"

So Starlight relayed the dark prophecy about Midnight. As she talked, Celestia's face turned from a happy, smiling visage to one of utter worry. "…and that's what she said," Starlight said, finishing up her story, "isn't there anything we can do to stop this horrible prophecy? Or should we even take it seriously?"

"We must always take Zecora seriously," Celestia said, "she's very rarely wrong about things." Starlight nodded. She couldn't remember the kind zebra ever being wrong about anything. "But we must also take this with a grain of salt. After all, my sister guards the dreams of ponies, and I believe she would have told me if Zecora were having these types of dreams."

"Not to contradict you, Your Highness," Starlight said cautiously, "but isn't Zecora a zebra? Does Luna have access to the dreams of creatures who aren't ponies?"

"Zebras and ponies are closely related, Starlight," Celestia explained, "so, yes, I do believe my sister would be able to monitor those dreams as well."

Once again, Starlight nodded and accepted Celestia's response. She didn't press the matter any further, even though she doubted what Celestia said. She wished she could speak with Luna and just confirm that she did guard the dreams of Zecora as well as the ponies of Ponyville. But as it was, Luna was asleep and Starlight didn't dare wake her.

Still, she just couldn't get it out of her head. "Princess Celestia?" She asked

"Yes, Starlight?"

"When will Princess Luna be out?"

"Oh, not for some time yet. After all, it's barely noon. Speaking of which, would you like some lunch?"

Starlight smiled, "that would be wonderful, Your Majesty." She didn't want to refuse an invitation from the Princess, especially when she remembered just how good of a cook and hostess Celestia was. So she followed Celestia out of the throne room and into the palace dining hall. She recognized the long table that she sat at on her first visit there. She remembered Celestia's fun pancake breakfasts, and smiled. She really was one of the kindest ponies in Equestria, and a very benevolent ruler.

Still, though, one thing troubled her. She couldn't believe how nonchalant Celestia's response had been. It was almost as if she had brushed off Zecora's words. She felt like the royal mare didn't care about them. She had said they should take Zecora seriously, but immediately followed that up by telling Starlight to take it all with a grain of salt. _Would Celestia really be so self-contradictory? _She asked herself. She needed to find out. The fate of Equestria and all who called it home might ride on her discovery.


	4. Luna's Library

When they entered the dining hall, both of them were shocked to find that they weren't alone in there. Another pony had taken a place at the table, and was in the process of consuming some small victuals that sat in front of her. Celestia gave a rather annoyed look at this, considering breakfast had been but a couple of hours prior, but then broke into a smile. She just couldn't stay angry at this pony. It was her sister, Princess Luna.

"What a wonderful surprise to see you awake at this hour!" She exclaimed happily as she ran up and gave her sister a hug. Luna returned it in full and smiled back, "well, seeing as I was unable to sleep, what with the guards running amok in the palace looking for somepony, I thought I would come in here and try and use my stomach to give my brain a hint, as it were."

Both of the royal sisters chuckled at this quip, but then quickly returned to seriousness. "I have some…disturbing news," Celestia said.

"Really? Whatever could it be?"

"Well, before I tell you, I need to know something about your nightly endeavors. You guard the dreams of zebras as well as ponies, right?"

Luna shook her head. "My magic only works within the dream realm of ponies. See, there are multiple dream realms that are each protected by their own special guardian. I am but one of many who have been given this magical gift. Even though zebras and ponies are closely related, their magic works on a different plane from ours. So, no, I do not guard the dreams of zebras."

"But, Princess Luna," Starlight put in, "I thought you were responsible for guarding the dreams of all creatures."

"That's what most of Equestria believes," Luna said with a sigh, "but no matter how much I try and make those books about me accurate, they still look on me as some sort-of goddess with powers to travel through the dreams of anyone."

Starlight was taken aback with just how hurt Luna looked at this prospect. She realized that the princess must have been upset at how inaccurately she was portrayed in the widespread printed word. She got up every day, knowing that those books and the image that they had helped create was what she had to live up to. She also knew that she could never live up to that image, because her magical boundaries wouldn't allow her to.

But, they had more pressing matters to attend to. So Starlight told Luna all about Zecora's dark prophecy and asked her what it could mean for Equestria. The Princess of the Night's mouth fell open at the words and she looked incredibly alarmed. Her mane even stopped flowing for a moment. She opened her wings wide, and Starlight thought she was about to fly into absolute hysterics.

Suddenly, she lifted off the ground and, with a mighty "WHOOSH," she flew out of the room. Celestia and Starlight followed in hot pursuit. Celestia unfurled her wings and flew ahead of Starlight, while the former dictator tried to keep up. They turned multiple corners, and Starlight even knocked over a suit of armor, before they reached their destination. Luna lighted back on the ground, and her sister sat beside her. Starlight came flying around the corner and skidded to a halt, panting as she did.

Luna looked back. "I'm sorry for the rush, but this is intensely important."

"No worries, Your Majesty," Starlight managed to spit out as she gasped for air. She hadn't realized just how quickly the royal sisters could fly. Then she remembered reading something about how their top speed had once been clocked at 300 miles per hour. _Must be the magic inside them that helps them fly so quickly, _she thought.

She didn't have time to ask about it, because Luna magically opened the double doors in front of them and they marched into the room. Starlight looked around in awe. It was a library, and there must have been thousands of books on the shelves. It was five times as big as Twilight's library back in Ponyville. _Wow…and I thought Twilight loved to read, _she thought as she looked around.

There were books on every subject a pony could think of. There were books on Equestrian history, books on magic and its properties, books on medicine, and even cookbooks and a guide on how to keep a castle clean. She noticed with a small smile that there was even a psychological book of advice called _Sisters: A Guide to Love, Life, and Survival. _

She followed the princesses as they led her through the stacks. "This is my own personal library," Luna explained, "I don't normally let anypony in here, not even Celestia." Starlight stopped short. Why on Earth wouldn't Celestia be allowed in here? "Princess Luna?" She began. Luna turned and smiled, "yes, Starlight?"

"Um…uh…never mind."

"Oh…OK," Luna said as they kept walking. Starlight thought about asking the obvious question, but decided not to. Luna must have had a perfectly good reason for not allowing even Celestia to come in to her personal library. Maybe there were some books in there about things that Luna didn't want her sister to see. Maybe Luna had a secret diary of some sort and she didn't want Celestia invading her privacy.

Starlight didn't have time to ponder this any longer for she suddenly found herself standing in front of a certain bookshelf. Luna magically pulled a book out. It was the most recent edition of _Prophecies and Predictions. _It had a bookmark stuck inside one of the pages and Luna flipped it open to that location. She pointed with a hoof to a picture of a small foal ushering in a regime of hatred and despair in all Equestria.

"In my opinion, this is what Zecora has been dreaming about," Luna said, "though I have not been able to see her dreams, I can paint a pretty good picture of what this all is. This prophecy was first handed down over 1,000 years ago. In fact, it was the great pony prophet Seeing Eye who first spoke of this.

I remember it quite well. My sister and I were on the verge of breaking apart. There were great lengths of time when we did not speak with each other, and it was tearing the life out of both of us. So we brought in Seeing Eye, who was not only a well-known prophetic pony, but also somepony who delighted in helping ponies mend broken friendships.

He arrived and looked at both of us. We shrank away, from him and from each other. I'll never forget the angry looks we gave." Here she stopped and looked up at her sister. Celestia blushed heavily, as did Luna, and neither one of them looked comfortable. The painful memories were almost too much to bear. But they both quickly returned to reality and Luna continued:

"Anyway, he helped us for a time and acted as our therapist. But one day, he arrived with a dark look in his eyes. He said that he had dreams about a dangerous foal who would bring death and destruction to our home. We knew that whenever he said something about the future, he was very rarely wrong, so we took it seriously. We barricaded ourselves in our castle in the Everfree Forest. We gave orders for Canterlot and the surrounding towns to be evacuated. We proclaimed that every foal born had to be looked over and checked for any signs of matching the description that Seeing Eye gave.

But no foal ever matched it and we thought that we had been alarmed over nothing. So we rescinded all our orders and life went on as usual…until today, that is." She finished and once again pointed to the picture in the book. She read from the accompanying passage:

"The sky shall become dark, flames shall rain down, and ice and water shall pour forth over all Equestria. There shall be great rumblings of the Earth, and the four volcanoes from the four corners of the land shall spew forth their magmatic innards. There shall be violence and chaos. There shall be sickness and great hordes of insects shall fly over the land. Ponies shall die, until there is nothing of Equestria left. Finally, the two royal sisters…shall be killed, and blood shall stain the hooves of the young one who hath brought this destruction upon us all. Woe to Equestria, for she hath not heeded the warning of Seeing Eye."

Luna finished as tears rolled down her face. Celestia was crying as well, and even Starlight shed a tear as she realized that the happy home she had come to love was going to be destroyed. Worst of all, there wasn't anything anypony could do about it. Midnight Sun was going to be the object of Equestria's downfall, and they were completely powerless to stop it.


	5. Starlight's Vision

The train ride back to Ponyville was one of the most torturous experiences of Starlight Glimmer's life. She tried to forget the frightening fate that awaited Equestria. She tried to put all of the events of the previous day and a half out of her mind. But the thoughts wouldn't cooperate, and so they stayed, stuck like glue, to her psyche.

She laid down on the bench she was on and tried to sleep the trip away. As soon as she fell into a peaceful slumber, the visions began. She saw foals being swept away from their parents by a heavy rushing stream, screaming as their small heads dipped beneath the surface forever. She saw friends being torn apart by sickness and death.

The hellish experience continued as she was transported back to her old village. _Oh, Celestia no! _She screamed internally, _not here! Not this place! NOT MY FATHER! _But, as much as she resisted, the vision led her directly to her old house. It was shattered and burned to the ground. She saw her father lying half-dead underneath the crushed roof. It seemed that the house's destruction had come as a total surprise to him and he had no chance to move.

"DAD!" She screamed. Her father didn't respond. She wanted to rush forward and help him, but some invisible lock kept her fixed to that spot. She watched as her father bled out in front of her. Tears poured down her cheeks as the powerless feeling from earlier returned. She was unable to help even her own father. "Why?" She cried out loud, "why is this being shown to me?! WHY?! PRINCESS LUNA, SAVE ME!"

But no sign of the beautiful princess was given. She didn't come flying out of the blood red moon to set things right. She didn't come skidding around the corner, flashing magic hither and thither. All Starlight saw was the barren shambles that her beloved home town had become. Her father lay dead at her hooves, and there was nothing she could do about it.

From there, she began to be transported somewhere else. "NO! NO MORE!" She screamed to whatever force was controlling the dream, "SHOW ME NO MORE! PLEASE! PLEASE!" But the force wasn't obedient to her commands and dropped her off back in Ponyville. Her mouth fell open as she saw ponies that she knew extremely well running for their lives. She saw Applejack, Granny Smith, Apple Bloom, and Big Mac fleeing their farm as fire rained down from the heavens and destroyed it. Their apple trees were all burned to a crisp, never to bear fruit ever again.

She turned and was transported to Rarity's boutique. She saw her fashionista friend and her sister, Sweetie Belle, running and screaming as an army of killer flash bees swarmed the store, stinging and biting them as they went. Rarity tried to save her latest collection of clothes, but another swarm of bugs raided the store and ate them all up. "NO!" Rarity screamed, "NOT MY SUMMER LINE!" Sweetie Belle grabbed her sister's tail in her teeth, "RARITY! FORGET THE DARN CLOTHES, WILL YOU?! WE'VE GOTTA GET OUT OF HERE!" Rarity, accepting this fate, left with her sister.

"Please…" Starlight said as tears continued cascading down her cheeks, "…show me no more." Her plea was very weak and it betrayed the sheer amount of exhaustion she was feeling. The vision was so realistic that it was draining her of all her energy. She could hardly move. But the force had no mercy and transported her to yet another spot.

She recognized Fluttershy's cottage. "Oh, Celestia, no! Please, no! Not Fluttershy!" She yelled, "please, take me! Take me! Don't hurt Fluttershy!" She gritted her teeth together in complete agony as she watched Fluttershy and her animal friends get picked off by timber wolves one by one. She saw the yellow Pegasus try and fly away, but the wolves were too many and too large. They imposed upon her and soon swallowed her up as she went screaming into death. Starlight's mouth hung open in shock and sadness, but she was too tired to move. She was too tired to even beg the force not to show her any more death and destruction. The unmerciful dream continued raining its hell down upon Starlight's eyes.

Next, she was taken to Sugarcube Corner, or what was left of it. She noticed that Mr. and Mrs. Cake were packing up their equipment. But they did it with such a dull and dead look in their eyes, she wondered whether or not they had been turned into zombies. _With everything else that's happened in this messed up vision, _she said to herself, _I wouldn't put it past them. _

But then she realized that Mrs. Cake was sobbing. _Zombies don't sob, _she told herself as she breathed a sigh of relief. Then she wondered just why Mrs. Cake was sobbing so much. Mr. Cake pulled his bride into a grieving, yet loving embrace and whispered something in her ear. Starlight looked around the shop, wondering where the source of the Cakes' grief was coming from. Then she saw it and with a gasp of shock, began to cry as well. Lying dead on the floor behind the counter was Pinkie Pie.

Since she was invisible to the Cakes, Starlight stepped over and looked down at her friend's body. Dried blood pooled around a wound on her flank. The familiar cutie mark of balloons, which had once spoke of nothing but fun, happiness, and laughter, was ripped to shreds. Small bits of coat and muscle lay scattered around her. Then Starlight saw the lethal wound to Pinkie's neck. Dried blood also lay around it. _What happened here? _She asked herself in shock, _who could be so heartless and so cruel as to hurt Pinkie? _

The answer to these questions never found her as the force quickly transported her to Rainbow Dash's condominium in the sky. Only it wasn't in the sky anymore. The clouds that Dash had once called home were no longer there, and gravity had forced all of the solid things that she owned back down to Earth. Dash was nowhere in sight, and Starlight assumed she had either been killed in a horrible way or had been run off by some marauding enemy.

Once again, she was unable to investigate as the force transported her to Twilight's castle. "Oh, Celestia…not Twilight," she said out loud as horrific thoughts raced through her mind. Her best friend, and the pony who had taught her what being a friend really meant, might be lying hurt or dead somewhere. Starlight tried to break free and run inside, but the invisible force held her back.

Suddenly, the castle doors opened. "…and out you go!" A voice announced loudly. Suddenly, she saw Flash, Twilight, and herself thrown out of the castle. A small foal came to the door. _Midnight Sun, _Starlight said internally.

"I don't need you anymore, Mother!" She announced with great arrogance and gusto, "You were always worthless to me! Now, I have everything I need! I SHALL RULE EQUESTRIA!" She squealed in evil laughter before shooting a magic beam to the sky. The beam parted the clouds and brought some of the sun's great fire down on Ponyville. It ravaged the land and burned cottage after cottage to the ground, the residents fleeing for their lives.

"Midnight, why are you doing this?" Twilight asked her daughter distraughtly. A river of tears washed down the purple princess's visage. Flash put a hoof around her and she sobbed into his shoulder. "We always tried to love you and teach you the right thing," he told his daughter, "but I guess we just couldn't."

"You can't teach friendship to pure evil!" The filly squeaked hotly, "I was born with the powers of Tartarus in hoof! You know that! Starlight told you about the visions of Zecora, but you refused to believe her! Now you're all paying the price, and you shall continue to pay the price until this land is nothing more than fodder for the cows! You'll all be in pieces by next month! I SWEAR IT!"

The filly stomped back in the castle and slammed the door. Starlight looked on as herself, Twilight, and Flash turned and moved away. She opened her mouth in disbelief. _Aren't you gonna resist? Put up a fight? DO SOMETHING! _She wanted to scream at them, but the force kept her mouth shut.

It transported her high up in the air so she could see the entire country. Just as predicted, the four great volcanoes were upchucking their contents. Billowing clouds of ash and smoke covered the land. The rivers were all overflowing their banks and great floods descended upon the unsuspecting towns. Up north, The Crystal Empire was blanketed with foot after foot of thick snow, never to melt again. She wondered with a start whether or not Cadance and Shining Armor and Flurry Heart had gotten out.

Town after town and city after city faced the same doom. If they weren't destroyed with fire, they were destroyed with water. She recalled the earlier portion of the vision, with little foals being swept away from their parents. She cringed in horror at the realization that, if Twilight didn't believe her message, then that would be their fate. All of Equestria rested on her shoulders.

As she was going through this realization, the force suddenly let go of her and she found herself plummeting to the ground, thousands of feet below. She screamed as she fell, "NO! NO! PLEASE! SOMEPONY, SAVE ME!" She continued falling, as nopony seemed to hear her cries. She closed her eyes and prepared to hit the ground. But she never did. She began floating in mid-air and she looked up to see a very welcome sight: Princess Luna.


	6. A Friendship Tested

Starlight threw herself on Luna in absolute hysterics. All of her fear and pain came rising to the surface and she wept openly on the princess's shoulder. She wasn't afraid of what Luna would do to her, she was just happy to have a friendly presence within this utter nightmare. As she looked up with tear stained eyes, she cried, "thank you, Luna! Thank you for coming! Please, save me from this wretched abomination!"

So Luna closed her eyes and gently weaved some magic into the dream. As she did so, she opened her mouth and out came the most beautiful song Starlight had ever heard. The words were in some unknown tongue, but somehow, she felt completely comforted by them. The awful, blood soaked vision she had been seeing was mercifully removed from her and the dark beauty of night surrounded her.

Luna moved the moon high overhead and bathed the both of them in its light. Starlight was struck by just how elegant the princess looked. The moon beams seemed to reflect off her, and oscillate back and forth between the sun of the night and the Princess that controlled it. She smiled down at Starlight and beckoned her to follow with a hoof.

So Starlight removed herself from Luna and did as the Princess wanted. Luna never said a word, but led Starlight deep into the Everfree Forest. _I remember this, _Starlight said, _we're going to their old castle. _She had been there once or twice before, but never by herself and definitely never with one of the royal sisters. Even though she was aware that this was only a dream, she was tingling with excitement at what Luna could tell her about the mysterious building.

They emerged from the trees and crossed an age old rope bridge with wooden slats that had seen better days and found themselves approaching the old castle. Luna suddenly turned and halted Starlight. "Starlight Glimmer," she said, "do you wish to see what lies beyond?"

"What do you mean, Your Majesty?"

Luna shook her head. "I need only a 'yes' or a 'no' from you at this time. Do you wish to see what lies beyond?"

Starlight was about to nod her head affirmatively, but then stopped herself. _Do I really wanna see this? What if it's another hell like last time? What if there are foals being sacrificed to Midnight Sun? What if she comes back and hurts more ponies that I love?! _She nervously looked around and then back up at Luna. The Princess was waiting very patiently.

So Starlight gulped and took a leap of faith. She nodded her head and said, "yes, Princess. I want to." When she said that, she swore she saw the dark blue mare take a step back. She appeared to be awash in grief. "Princess Luna!" Starlight said suddenly, "what's wrong? Did I give the wrong answer?"

Luna shook her head, "no, dear Starlight, for there wasn't a wrong answer to give. But you have condemned yourself to see more of what lies beyond. You've given me permission to show you…tomorrow."

"I…I don't understand, Princess," Starlight stammered, "what do you mean by that?"

The princess gave no response but began moving away into the castle. "Princess Luna!" Sunset called after her, "please, Your Majesty, come back! I don't know what you mean! I'm scared! Please! PLEASE!" She lost control of her body and began running blindly after Luna. She ran through the doorway of the castle, but found a black chasm that she fell into. "NO!" She screamed as she fell deeper into the bottomless abyss.

"No-no-no-NO!" She screamed again as she finally woke up. She sat straight up, her coat freshly layered with a thick coating of sweat. She looked around. She appeared to be back in the Castle of Friendship. _How on Earth did I end up back here? I thought I was on the train._ As she continued looking around, she was thankful to notice that her room was the same. Twilight and Flash's castle appeared to be intact. Everything looked absolutely normal.

She used her magic to pull back the drapes that covered the window. The sun came streaming through. It looked as if it was an absolutely beautiful day outside. She got up and trotted over and looked outside. The birds sat in the tree that grew there, singing their sweet melodies and welcoming the day.

Then she realized with a gasp that she had to see Twilight. So she ran out of the room and skidded around the corner, where she ran into Spike. He was carrying a stack of Twilight's graded exams and they scattered around on the floor. "Oh! Spike!" She said, "I'm sorry!"

Spike grumbled a bit as he got up. "Oh, that's alright, Starlight," he said, "I totally haven't been knocked down twice already this morning! Sheesh! Why is everypony in such a rush around here today? You knocked me down, Twilight knocked me down, Flash knocked me down! Everypony's in a rush! Why can't we just slow down and be amiable to each other?!"

Starlight magically restacked all the papers in Spike's arms. "I am sorry, Spike," she said, "but I don't have time to talk right now. Has Twilight gone to school?" Spike nodded. "Thanks," she said as she dashed off. She ran out of the castle and across the small stream that separated the Castle of Friendship from the School of Friendship.

She barged into the main hall and dashed up the stairs, whizzing by some surprised students. She called out a small apology and hurried to Twilight's office. When she got there, the door was closed and a small "do not disturb" sign hung on it. She listened, but couldn't hear anything. So she took a deep breath and shoved the door open.

"Twilight, I need to speak with you!"

She looked and saw that Twilight was busy with Sunshine Harvest, one of the students at the school. "…and that's why we don't put flash bees in our friend's lunch," she said calmly before looking up at Starlight. There didn't appear to be any anger in her eyes over the interruption. "Starlight, I'm glad you're here. As the guidance counselor of this institution, I think you can offer a perspective on this incident as well."

Sunshine turned her head towards Starlight and she saw tears reflected there. The small filly appeared to be scared of something. So Starlight walked over and sat beside her. "What seems to be the problem?"

Twilight responded, "Sunshine put flash bees in her friend Hoof Heart's lunch and they injured Hoof Heart pretty badly."

"Why on Earth would you do something like that?" Starlight asked. She couldn't believe Twilight was being so nonchalant about things. This young pony could have killed her friend! Flash bees were serious business. Starlight had a quick flashback to her dream, where Rarity and Sweetie Belle were harmed by the same creatures. She quickly shook it away and listened to Sunshine.

"I was dared to," the filly confessed, "I just wanted to be part of the popular crowd of ponies! It was…Willow and her gang who dared me. They're the most popular fillies in Ponyville! They said if I put flash bees in Hoof Heart's lunch, then they would let me hang out with them."

"But would that be worth harming your friend?"

Sunshine shook her head. "No, it wouldn't. Head Mare Twilight made that perfectly clear…and that's why I'm going back to my dorm to pack."

Starlight turned and gave Twilight a shocked look. Had she really expelled the young filly? She had never heard of Twilight expelling anyone. But Twilight was the head of the school, so she had done what she thought was best.

But then Twilight held up a hoof and opened her mouth. "Before you say anything, Starlight, I haven't expelled Sunshine. I've suspended her for two months. Afterward, she may return to classes here. I think everypony deserves a second chance when they've done something wrong. But I also staunchly believe in obedience and consequences. So, Sunshine, when you're done paying those consequences, then you may come back." Sunshine nodded as she left the room.

Starlight turned to her best friend. "Twilight, first of all, I have to ask, how the hay did I end up back here? I was on the train the last time I was awake."

Twilight smiled, "I know. It was quite lucky that we were at the station when we were. We had no idea where you went, so we decided to go looking for you. We searched all over town, but we couldn't find you. So we decided to hop on the train and head for Canterlot, thinking that maybe we'd find you there. We boarded the train and when we did, we found you there, sound asleep. So Applejack, Flash, and I picked you up and brought you back here."

"Oh, I see. Look, I have something incredibly important to tell you! That's why I came barging in here."

Twilight looked at the clock. She saw she had 15 minutes until her class began so she sat back and beckoned Starlight to sit in front of her. Starlight told her all about Zecora's dark poem, Luna and Celestia agreeing with it, and the evil fate that awaited her newborn daughter. She also told her about the hellish nightmare she had experienced. Twilight's mouth opened in complete shock. She looked as if she were about to start crying.

Then, suddenly, she turned angry. She got up from her chair and came nose to nose with Starlight. "How dare you speak of my darling Midnight that way?! My foal would never do something so evil!"

"Twilight, you can't just brush this under the rug! It's true! It's going to happen! We've got to do something about it!"

"It won't happen! IT WILL NEVER HAPPEN! Midnight is the sweetest little filly in all Equestria, and you know that! If you ever speak of my daughter that way again, I swear, Starlight, I will fire you as my guidance counselor! Now get the heck out of my office!"

But Starlight didn't move. Now was the time for bravery and stubbornness in the face of open hostility. "I'm not going anywhere," she said calmly. So Twilight attacked her and knocked her down. She got on top of her and pinned her shoulders to the floor. "I'm your boss!" She said harshly, "I will NOT be defied! Now, I'm going to let you up and when I do, I wanna see your tail going straight out that door."

Starlight remembered the dark words Midnight Sun had spoken in her dream. She remembered how the filly had said that Twilight wouldn't believe the prophecy. But Starlight was determined to change the course of the future and ensure Equestria's survival. In fact, that survival depended on her defiance of Twilight's order.

Twilight let her up, but she didn't move. "I'm not going anywhere, Twilight. You have to confront this." 

"I don't have to confront anything," Twilight hissed, "and I don't have to deal with your nonsense anymore because YOU'RE FIRED, STARLIGHT!" The purple mare screamed in Starlight's face, but Starlight didn't move. "I'm not going anywhere," she said resolutely. Twilight backed off and sat down, out of breath. "You don't work here anymore, Starlight," she said angrily. "I know," Starlight said curtly, "but I'm still not going anywhere. I'll stay here for the rest of my life if I have to. First and foremost, I'm your friend, Twilight. I don't care whether I work for you or not. I care about you and I care about the ponies of Equestria. If you care one inch about them, you'll go talk with Zecora about this!"

Twilight gritted her teeth in anger but relented. "Fine," she said with a gravelly voice, "I'll talk with Zecora. Then we'll see who's right about everything!"

"Yes, we will," Starlight said. There was no air of triumph in her voice, only a deep sadness. For she knew that, when Twilight saw Zecora and asked her about the newborn's fate, Zecora would respond with the same dark rhyme that she had given Starlight. Then Starlight remembered the prophetic words of the book in Canterlot: "flames shall rain down and ice and water shall pour forth all over Equestria." If Twilight didn't heed the words of both Starlight and Zecora, then that would be the fate of their beloved home.


	7. The Fate of a Friendship

Twilight and Starlight picked their way through the Everfree Forest on the way to Zecora's hut. Starlight had been incredibly anxious the entire time they had been walking, and it didn't help that Twilight refused to speak with her. _Maybe I was a little too blunt, _Starlight thought, _but all the same, this prophecy will come true! When Celestia and Luna say something's gonna happen, then it's gonna happen!_

"Twilight, please talk to me," Starlight said desperately, "I thought we were friends."

Twilight turned sharply and Starlight nearly ran into her. "So did I," Twilight said with pain in her voice, "but somepony who would so readily insult my daughter…"

"I'm not trying to insult Midnight! I'm trying to warn you!"

"Just shut up!" Twilight growled, "until we get to Zecora's and figure this all out, you can consider yourself friendless!"

She turned tail and stalked off, leaving a shocked Starlight in tears. Was the fate of Equestria really worth losing her best friend over? She shook her head and wiped the liquid from her eyes. _No,_ she told herself, _I have to remain strong. Twilight will always be my best friend, but whether she believes it or not, I'm doing this for her own good and for the good of all our friends. If Midnight truly is the monster Zecora, Celestia, and Luna claim her to be, then Twilight needs to hear this._

After that little internal pep talk, Starlight tried once again to speak with Twilight. But the purple Princess of Friendship, who ironically wasn't being a very good friend at the time, simply grunted and continued walking. Every time she grunted, a stabbing pain shot through Starlight's heart. This was the mare that had so unselfishly taken the time to teach her how to be a friend to ponies. Twilight had restored her faith in cutie marks and the belief that each individual pony had a talent and a means to share it with others. Twilight was her best friend in all of Equestria, and now a dark prophecy threatened to tear them apart just as it was threatening to tear Equestria apart.

They finally arrived on Zecora's doorstep, and Twilight rapped on the door with a hoof. "Zecora?" She asked, "come out, please. It's Twilight and I have a question for you." The door opened and out stepped the wise and friendly zebra. She smiled at Twilight. "Greetings, Twilight, and Starlight too. Come on in, I've just finished a batch of stew."

So the two ponies silently accepted her invitation and followed her inside. The smell was intoxicating. Starlight thought she had never smelled a more delicious aroma in her entire life. She looked and saw that there was a bubbling pot over an open flame. Inside appeared to be some type of golden liquid, mixed with chunks of carrots, potatoes, and other various vegetables that ponies enjoy.

"Come, sit, be my guest. Don't be alarmed, for here, there are no pests."

Starlight suppressed a laugh. She always loved visiting Zecora, because the zebra rhymed everything she said. She was Ponyville's greatest poet, yet probably its most unknown. She worked quietly behind the scenes, making sure that everypony felt well and was healthy and strong. She was well known for her work with the local hospital, making poultices and other various herbal medicines for them to use.

She poured each of the three of them a bowl of stew and sat down beside them. Starlight and Twilight used their horns to pick up the spoon Zecora provided and slurp down gulps of the delicious concoction. Starlight beamed at the taste. "MM…this is amazing, Zecora!" Twilight nodded as well, "I don't think I've ever tasted a stew quite this delicious," the princess raved. This positive review made Starlight excited. _She agreed with me…maybe that means she's open to rekindling our friendship!_

She turned and opened her mouth to say something, but Twilight turned her shoulder away from her. Zecora noticed this rift between them and said, "Princess Twilight, I see a problem between you and Starlight. I would like to ask what the trouble is, if it's alright."

"Oh, of course it's alright, Zecora," Twilight said before scoffing at Starlight, "this MARE dared to insult my precious little Midnight! She talked about some dark prophecy that you gave her and she had the absolute NERVE to bring Celestia and Luna into the mix!" By the time she was done with her rant, she was standing nose to nose with Starlight. The guidance counselor gulped but stood her ground.

"Nothing I said was a lie"

"Not much it wasn't!" The princess responded furiously, "I can't believe I was ever friends with you! You haven't changed at all! You're still the same HORRIBLE PONY FROM THAT VILLAGE!"

Starlight gasped as the tears came. Every hurtful barb had nailed its intended target. Her confidence collapsed, and she followed suit. She cried at Twilight's hooves. "There," Twilight said satisfactorily, "how does it feel to be insulted? HM? Because not only did you insult my daughter, but you insulted me, too!"

"TWILIGHT!" Zecora suddenly said harshly. Twilight turned with her mouth agape. She had never heard the zebra yell at anypony before. Normally, she was so kind and soothing and wise. "Starlight has not lied to you. Everything she's said is true. Your daughter shall become most savage, and our beloved land, she shall ravage. I've seen it in my dreams at night, and I see now that I was right. If Princesses Celestia and Luna agree with me, then you must take it as a certainty. If our words, you do not heed, you are helping to plant death's seed. Now, I believe you owe Starlight an apology that will help make things right."

As Zecora finished her rhyming rebuke of the princess, Twilight's eyes filled with tears. She turned and saw Starlight lying there, a river beginning to form on the downslope of her cheeks. She stepped forward, her lip quivering. "Starlight, I…" she began and then stopped. How could she apologize to Starlight? She had said some terrible things to her in the past few hours. But she was only defending her daughter's honor. Wasn't that what a mother was supposed to do?

But then she remembered Celestia's words about being a mother and being a friend, and she realized that now was the time for the latter. So, she bent down and gently helped Starlight back to her hooves. She embraced her and cried into her shoulder. "I'm so sorry, Starlight!" She said softly, "I've been a horrible friend to you. I don't even know what I was saying! You are a changed pony. You aren't the same dictator. You're my friend, and nothing will ever change that!"

"I know, Twilight," Starlight said as she buried her face into Twilight's shoulder. The two mares broke apart and smiled. "Let's never let anything come between us again," Twilight said, "you're the best guidance counselor a head mare could ask for. I was just defending my daughter."

"I know," Starlight said, "and that's a very important role for you to play as a mother. But as my best friend, you needed to hear this. The fate of Equestria rests on you believing in this prophecy. It's going to happen, Twilight. As much as you might hate to accept it, unless we do something to change the course of the future, little Midnight is going to turn into a raging monster."

Twilight looked down. She couldn't imagine the small foal that she cradled in her forelegs every day becoming that. She didn't want to imagine that. But yet, some part of her felt as though she had to. She had to accept that her daughter's destiny was to become the evil ruler of Equestria and, unless they did something to change that, they would all be dead within a short time.


	8. Starlight's Second Vision

On the way back to the Castle of Friendship, Twilight said nothing. She was in total shock. Her small familial world had crashed down around her ears in a matter of a few hours. She could hardly breathe. Her heart palpitated, and her eyes flashed around erratically. Her precious foal, the filly who was going to be raised to succeed her as the Princess of Friendship, was going to turn out to be an enemy to all Equestria.

She suddenly realized something else horrible and stopped abruptly. If this prophecy were to come to pass, then she would play a major role in it. If she continued raising Midnight as she was, then she would be enabling the very thing that would cause Equestria's downfall. She knew she had to change something that she was doing wrong. But what was it?

Starlight came along and ran into her. "Oof! Sorry, Twilight," the guidance counselor said apologetically, "but…why'd you stop like that?" Twilight turned, her eyes glistening with tears. She fell on Starlight's shoulder and wept bitterly. "Oh, Starlight," the princess cried, "what am I doing wrong? Why has this dark prophecy been laden on all of us? Why? WHY?!"

Starlight ran a soothing hoof through Twilight's mane. "It's OK, Twi," she said, even though she knew it was an outright lie. Everything was not okay, but what else could she do? She had to keep Twilight out of hysterics. The last thing they needed was a Princess whose courage and stability had completely abandoned her. They needed Princess Twilight, not blubbering Twilight.

So suddenly, she backed the surprised pony off her shoulders. "No," she said, "now is not the time for tears, Twilight. You aren't doing anything wrong. Horrible as it is, it's just Midnight's destiny."

"How?! How the hay is this my daughter's destiny?! I'm trying to raise her to be a friend to ponies, just as I am. She's supposed to follow in my hoof steps! This horrible thing isn't supposed to happen!"

"If Zecora, Celestia, Luna, and that old Seeing Eye prophet pony have declared it, then it will happen, Twilight. They wouldn't deceive us about anything. You know that! Now, we must prepare for the inevitable."

"NO!" Twilight suddenly yelled, "I won't allow this to happen. I'm going to train my daughter as hard as I've trained anypony! She will be a friend, or my name isn't Princess Twilight!"

With that, Twilight turned around and stalked off into the brush. Starlight sighed in exasperation and followed. _Why can't she just accept this? We need to prepare Equestria for what Midnight will do to it! The more Midnight grows, the more powerful she becomes, and she'll unleash that power over the entire country! We have to do something, or we'll all be dead in three years' time. _

She hurried after her friend. She had no earthly idea what she was going to say, or how she was going to change the Princess's mind. The task seemed completely impossible. Twilight had her mind made up that she was going to change young Midnight's destiny. But if Twilight stuck to this misguided belief, then all of the ponies in Equestria would be put at risk. As much as Starlight loved that little foal like she was her own daughter, she couldn't allow that to happen. With a shocked gulp, she realized she might have to do something drastic.

As she ran through the brush, sticks and thorns prodded at her. She stubbed her hoof on a rock and hopped around on three legs for a bit until she tumbled down a small hill and hit her head at the bottom. The blow knocked her into unconsciousness immediately. She felt no pain and she felt no discomfort. She was simply floating in a darkened limbo with nothing but her thoughts to keep her company.

Suddenly, however, her visionary field flashed white and she was thrown into another dream. She saw herself standing on the edge of a field. She looked around and saw that the land she once knew was completely gone. The remnants of trees scattered in the wind. Dust and dirt found their way into her nose and she sneezed a couple of times. She saw in front of her a decayed mountain and realized with a start that it was the mountain she used to dream of climbing as a filly. She had been able to see it from her bedroom window, and always thought that she might enjoy such an expedition.

Then she looked down and gasped. Her eyes widened in horror as she saw in front of her, a lake of blood. Pony bodies bobbed motionless in its grisly surface. She stumbled backward, desperate to get away from the horrifying sight, but hit an invisible wall. She looked up and saw the moon overhead, only it appeared to be blazing with the heat of the sun. Having nowhere else to go, she reluctantly returned to the edge of death's pool.

Then she noticed that she recognized some of the bodies. Rainbow Dash, Pinkie Pie, Rarity, Fluttershy, and Applejack all floated there. Their corpses seemed to be begging to be released from death's prison, and Starlight found herself powerless to do so. _Did Midnight Sun really do this? _She thought in horror. Then she turned and saw the bodies of Spike, Flash Sentry…and Twilight.

She couldn't move. She was too frightened by the disgusting and depraved depiction that lay before her. She felt like vomiting, but her stomach just sat in a knot. She quietly sat on her haunches on the barren ground. Her body seemed to stop working, and she sat frozen in time for a few moments. All of her friends were in that lake of blood. _Is this what happens if I stop Twilight from changing Midnight's destiny…or is this what happens if Midnight stays her current course?_ She thought to herself.

Suddenly, she got up and screamed her sadness and anger to the sky. "UGH! I DON'T KNOW! HELP ME! SOMEPONY, FOR CELESTIA'S SAKE, HELP ME!" Seeing that her anguished cries did no good, she fell back on her stomach and wept into her hooves. For the first time since the incident with Sunburst and his cutie mark, she felt completely helpless and friendless. She had never felt more alone in her life. Somewhere in her muddled mind, she knew that she had friends back in the waking world, but this vision was too much for her to bear alone.

She looked back up, willing Luna to emerge from the moon and set things right. But no sign was given. She looked back at the bloody lake. It appeared to taunt her and laugh at her. "You can't do anything," it seemed to say, "I am death. I am the destroyer of all the things you love and hold dearest to your heart, and you can't do a thing about it. I take away, but I never, ever give back. Look deep beneath my surface, and you will find everypony that you've come to know as a friend, taken by the hooves of somepony so small, yet so utterly powerful. Welcome to hell's motel, Starlight Glimmer, and I'm the innkeeper."

She realized that the lake wasn't speaking to her, but it seemed to continually say these words. She continued weeping into her hooves, silently begging Luna to come and save her from this horrifying dream. She looked up and looked around once again, trying to keep her own sanity. _You've got to stay strong, Starlight, _she told herself, _the lake is inanimate. It can't hurt you. _She repeatedly told herself these words, and they comforted her in a way.

Suddenly, the lake of blood flashed a deep, crystal blue and returned to normal. Starlight looked around and, mercifully, the horrifying vision turned into one of deep beauty. It was night. The trees and their leaves glowed silver, as they welcomed a new figure into her dream. Luna stepped forth out of the moon, and out of the shadows. Starlight remembered reading a poem about Luna when she was a small filly, that spoke of the beautiful princess coming out of the darkness to save a pony from a nightmare. She exuded the elegance and beauty that the night offered that so many ponies didn't appreciate.

Starlight sat up and bowed low before the princess. Luna offered a hoof and gently drew Starlight to her in a comforting embrace. "It's alright, Starlight Glimmer," Luna said peacefully, "I am here and there is no need to be afraid any longer."

"Princess, what was that?" Starlight asked, "the lake of blood? The mountain? The trees? All of it! What does it mean?"

Luna frowned solemnly. "What you have just seen is the fate of Equestria at the hooves of Midnight Sun…but only if you make the wrong choice here."

"Wrong choice?"

Luna nodded. "The task you have before you is monumental, but I believe that it wouldn't have been given it to you, unless you were the right pony for the job. The lake of blood and the bodies of your friends will all be on your hooves, Starlight, unless you do something about this. Princess Twilight is not herself. She believes her foal can do no wrong. Unless something is done to correct this course, then what you have seen in this dream shall come to pass."

Starlight's mouth opened wider and wider as Luna continued her explanation. She could be responsible for the death of all she loved, and it would be because she made the wrong choice. She had experienced problems with making bad choices before, only they hadn't had the horrific repercussions that Luna was speaking of. They had simply led to things like stomachaches and being the subject of a lot of laughter at one of Twilight's parties because she wore clothes that didn't match. Now, she was being asked to place the fate of all Equestria into one choice that she made. What it was, she didn't know. But she knew if she screwed this up, all of Equestria could be condemned to a fate worse than any villain, even Lord Tirek, could bestow upon it.


	9. Twilight's Insanity

After meeting Luna in the dream realm, Starlight awoke to a crack of thunder and realized that it was storming heavily. With her coat completely drenched, she ran helter skelter through the brush, blindly trying to feel her way back to the castle. Her mind raced just as much as her legs did. She still didn't have any idea of the choice that she had to make that would so greatly affect the future of Equestria. The thought of her choosing incorrectly and thus making the lives of her friends and the ponies of Equestria completely miserable ignited a fire of anxiety and apprehension inside her the likes of which she had never seen.

She finally found her way out of the heavy thicket and back into the castle yard. She stopped and looked up. Lightning crashed in the heavens, and its glow lit up the castle. It gave her home a rather sinister atmosphere. Ironically, the Castle of Friendship looked like the Castle of Enemies. She slowly approached the building, ignoring the pounding rain. She wanted to be sure that she would find her friends inside, laughing and generally being normal.

She nudged the door open with a hoof and peered inside. Looking around, she saw nothing except the suits of armor that dotted the room. They had been given as a gift by Celestia, and Flash Sentry had insisted that they go in the main hall to greet guests. Twilight was unnerved by his suggestion, and they fought about it for a while, but in the end, a compromise was reached. Flash put the armor where he wanted, and he bought Twilight a brand new bookcase.

Now, those same suits of armor looked alive in the darkness. The storm raged outside, and nopony had bothered to turn any sort of light on. So Starlight picked her way through the hall and up the main stairs. She turned right and headed for Twilight's room. She wanted desperately to make sure that her best friend was alright. _If something's gone wrong, I'll never forgive myself! _She wailed internally.

Luna had said that Twilight thought her foal could do no wrong. But, if that was the case, then why was Twilight so nervous and upset when Zecora confirmed the prophecy's existence? Now, Starlight was afraid that Twilight would swing to the other extremity, and think that everything Midnight did was subpar or below standard. _I've got to hurry, _she told herself as her hooves picked up speed down the carpeted hallway.

She skidded around a corner and bumped into something, or rather, someone. "Hey!" The voice said in protest, "watch where you're going!" Starlight recognized Rainbow Dash. "Dash, is that you?"

"Starlight?" Dash asked, "where in Equestria have you been?! We've been looking everywhere for you!"

"Sorry," Starlight said as she blushed. Thankfully, it was still dark and nopony noticed, "I fell down a hill on the way back from Zecora's and hit my head pretty hard."

"You OK?"

"Yeah, I'm fine. But I need to see Twilight!"

"You and the rest of Equestria, it seems. Flash called us all in here in the middle of our search. He sounded absolutely frantic!"

Starlight gulped nervously. For Flash Sentry to be frantic about anything was a rarity that not many ponies were privy to. If he was in hysterics, then Twilight must have slipped into a realm of insanity the likes of which they had never seen before. "Dash, I have to see Twilight now!"

"OK, OK!" Dash said, "here, you'll have to weave your way through the line. All of our friends are standing in front of me."

"Hi, Starlight!" A happy voice greeted. It was Pinkie Pie, and Starlight nearly wretched at the memory of her body bobbing in the lake of blood in her dream. She couldn't imagine the bright and jovial pony being murdered brutally at the hooves of Twilight's daughter. "Uh…hi, Pinkie," she called back, trying to stay positive, "some storm, huh?"

"Oh, yeah! The Pegasi have really cooked one up this time!"

"I need to see Twilight. It's incredibly important! Can you guide me into the room? You seem like you're at the front of the line."

"Yep-a-doodle! Just put one hoof in front of the other until you get to my voice. There's some light over here."

So Starlight, with a few "excuse me's" and a few apologies, stumbled her way around her friends until she got to Pinkie. Once she got there, a small light illuminated Pinkie's face. It was so small, that it was impossible to see from the back of the line. "We were so worried about you!" The pink mare exclaimed, "but I'm so happy to see that you're back, safe and sound!"

"Yes, Pinkie," Starlight said, "I'm glad to be back as well. Now, if you'll excuse me, I need to see Twilight." With that, Starlight opened the door and light flooded into the hallway. She could finally make out her friends, who were giving her very neutral looks. They were happy to see her, but some of them weren't too happy about having their tails stepped on. She smiled sheepishly and disappeared into Twilight's room.

What she found there shocked and devastated her. Twilight was rocking back and forth on the bed. Her eyes were bloodshot and they darted back and forth. Her mouth was open wide in a crazed smile, and her jaws seemed to be just a little bit out of place. Her mane was unkempt and her ears twitched randomly. "I am a good mother," she said crazily, "I'm a very good mother. There's nothing wrong with my foal. I'm a wonderful mother. I'm an insanely good mother."

These crazed utterances went on in a repetitive fashion. She would say these seemingly reassuring phrases, and then cackle as an old witch. Then she would go right back into her insane musings. Flash stood by the bed in an absolute panic. He shook Twilight, urging her to come back to reality, but she never did. All she did was sit there and utter her crazed iterations.

Flash turned to Starlight. He ran to her and grabbed her by the shoulders. "What did you do TO MY WIFE?!" He yelled at her. She fought him off. "I didn't do anything, Flash!"

"She came back and talked about some kind of prophecy and then went completely insane! I have no idea what to do! She's trying to make herself believe that Midnight can do no wrong! I mean, I love our filly just as much as she does, but…come on! That's crazy talk!"

Suddenly, Twilight snapped out of her haze and threw herself on Flash. "IT'S NOT CRAZY TALK!" She screamed, "MIDNIGHT SUN IS A PERFECT PONY! NOTHING WILL HAPPEN TO HER! SHE'S PERFECT AND WONDERFUL AND AMAZING AND I NEVER WANT TO HEAR ANY NEGATIVE TALK ABOUT HER AGAIN!"

Starlight realized with a start that this was what Luna had been referring to. Now was the time for her to make that choice. If she chose to side with Twilight and calm her and make her feel like she was "mother of the year" material, then the vision of the lake of blood and a destroyed land would surely come to pass. But she would keep Twilight as a friend. If she chose to side with Flash Sentry and stand against the deranged mare in front of her, then Equestria would be saved, but a wonderful friendship would be destroyed in the process.

It was the most difficult decision of Starlight's life. She had already lost one friend, and now she faced the prospect of losing another. That was the last thing she wanted. But she also didn't want to see ponies dying. She didn't want the lake of blood to become reality. So, she put the good of Equestria before her friendship. She sided with Flash Sentry.

She ripped Twilight off of him and threw her against the wall. "SNAP OUT OF IT, TWILIGHT!" She yelled. The purple pony stared back at her with her mouth open. She appeared to be back in a sensible mindset, but Starlight wanted to be sure. "Now," she said, "I'm going to let you down. When I do, I want you to answer the following question: is Midnight Sun a perfect filly?"

She let Twilight down, and the princess stood there shaking on her hooves. Starlight couldn't tell if she was angry with her for asking the question, or if she was recovering from her recent bout of insanity. Twilight sighed and relented. "No," she said, "Midnight's not perfect…and I have to accept that. I just love her so much…"

"No," Starlight said, "you don't love Midnight. You're obsessed with her. There's a difference. If you loved that little filly, then you would punish her when she does something wrong. A truly loving mother guides their children in the path of what's right. She doesn't allow them to stray without consequences. Now, I'm not saying you have to be an extremely strict mother. But there do need to be rules and regulations. I know Midnight's still just a baby, but even now the seeds of obsession are being planted in your heart and they will affect, not only Midnight's future, but the future of Equestria as a whole. When she grows into a young filly, she'll need the boundaries that you should set for her. If you set those boundaries, maybe the course of the future will be changed and Zecora's prophecy won't come true."

Twilight was a little surprised at just how much Starlight knew about being a mother. "Starlight?" She asked.

"Yeah?"

"How on Earth do you know so much about being a mother?"

Starlight looked down, "because I never had one. My father was the only parental figure I had, and he had to play my mother as well. Everything I know about being a parent comes from him. I may never get the opportunity to be a mother myself, but I can help you with Midnight." She smiled at her friend, who smiled right back. _Maybe we just saved Equestria and our friendship, _she thought in excitement.

"Starlight?"

"Mm-hmm?"

"I've thought it over and I have something I'd like to ask you."

"What's that?"

"Would you be Midnight's godmother?"

Starlight beamed. She was so excited to be given this honor. Being the godmother to a royal foal was very serious business. She would have to be on her hooves constantly, helping Twilight care for the young one until she reached the age of 2 years. After that, Equestrian tradition stated that Starlight would take on the role of tutor to the young pony.

She bowed low before Twilight. "Princess, I humbly accept your offer, and I would be honored to be Midnight's godmother." Twilight bowed back in respect and thanks, and then grasped Starlight in an embrace. The friendship that exuded from her body was palpable. You could almost reach out and touch it. The ponies broke apart and smiled. They knew that, no matter what the prophecy said, they would find a way through it. After all, they had always beaten trials before, so what made this any different?

What they didn't realize was that young Midnight's power was immense, and her magic, if unleashed improperly, could destroy entire cities. The foal would have to be trained hard, night and day, in order to control it. Their darkest days were ahead of them and, though they didn't realize it yet, it would take all of their friendship and all of their strength to battle through just one of them.


	10. The Emergence of Signs

Midnight Sun bounced cheerfully along at the hooves of her godmother, Starlight. She was intensely excited. Starlight had promised the young filly a great surprise and she was intensely excited about it. _Oh boy, oh boy, oh boy, oh boy! _She thought, _Aunt Starlight's surprise is gonna be amazing, I just know it! _

The past two years had been sheer heaven for the filly. She was surrounded by ponies who loved her and had her best interests at heart. Her mother was an amazing pony, and she still couldn't believe that she was the daughter of a princess. When she became old enough to understand just how high of a position she held within the royal court of Equestria, she embraced it. She would go around pretending to be Celestia, and giving orders to imaginary ponies.

But, there was one exception to her heavenly life. She had also been in intense magic training ever since she could remember, and she hated it. Her mother and godmother had both insisted that her magic be kept under strict control. She didn't understand why, and, frankly, found it to be quite unfair. After all, the unicorns in her age range got to use their magic with great frequency. She had to follow a set of predetermined rules, and she absolutely despised them. She wanted to go out and use her magic for fun things, but her mother wouldn't allow it.

One time, a few weeks earlier, she had wanted to use it to go out and try turning a tree into a frog. She thought she knew enough about magic to be able to attempt a complex spell such as that, but her mother put her hoof down. She said that she wasn't old enough and didn't understand magic enough to do so. _Hmph! _Midnight thought as she walked along, _Mommy doesn't get it. I really wanna use my magic to do stuff! I'm so bored of Mommy and Aunt Starlight's talks!_

She opened her mouth and squeaked, "Aunt Starlight?" The light purple mare turned and eyed her goddaughter, "yes, Midnight?"

"Where are we going?"

Starlight chuckled. The innocent inquisitiveness of the young foal was very often the subject of a lot of adoration from the ponies in Ponyville, and she understood why. Midnight asked her questions with her blue eyes opened wide and a completely eager look on her face. Even simple questions, like the one she just asked, were asked with the great vigor and anticipation.

"I'm taking you somewhere that's very dear to me."

"Oh, I can't wait!" Midnight said as a smile returned to her face. She continued bouncing around Starlight, making it quite difficult to walk. "Midnight, you're right in front of me," Starlight said, "here, walk beside me. That way, we can both move forward."

"OK, Aunt Starlight," Midnight said as she assumed the position. Her little legs were tingling with excitement. She didn't know where they were going, but Aunt Starlight said it was extremely important. _Important in what way, I wonder…_pondered the young one. She had never been involved in anything so exciting in her young life.

They made their way through the center of Ponyville. As they walked along, other ponies stopped and cast kind glances down at Midnight. The filly soaked up the attention with great gusto, as many foals are wont to do. Soon enough, she forgot that Starlight was there and began bouncing from pony to pony, showing off just how cute she could be. She had unraveled the mystery of why ponies looked at her that way a few weeks before.

She had been going through town with her mother, when some ponies came out of a certain building. They gave Midnight a look that told her just how cute she was. Then, she figured out that she could manipulate these ponies through her cuteness. So, she had gotten down and rolled around in the dirt for a few moments behind her mother's back. The mares all giggled at how cute she was and gave her some candy. Her mother had turned and, seeing her daughter's rather dishonest behavior, immediately ushered her away from the scene. Midnight's bottom had hurt for a few days after the spanking that Twilight administered.

But now, Aunt Starlight was the pony in charge, and Midnight used this to her advantage. She ran around her godmother, playing and laughing with the ponies of the town. She hoped to get some type of reward out of the situation, but nothing ever came. What she didn't realize was that Twilight had sent a message to all the ponies of Ponyville, warning them that Midnight was behaving this way.

As they passed the Ponyville School, she noticed some of the foals playing in the yard. She longed to be able to attend school with them, but her mother had gotten in the way of that dream. She noticed the friendly looks that the children gave each other as they ran, screaming and squealing around the schoolyard. She sighed to herself. _If only Mommy would let me go there, I bet I could have a lot of friends! _

Once again, she found a situation with her mother to be quite unreasonable. If her mother was the Princess of Friendship, then why didn't she let her go where she could make friends? Wasn't that the entire point of a pony's existence? Her small mind worked the question over and over and over again, but she could never find a suitable answer. _I guess Mommy just doesn't want me to have friends, _she thought sadly.

Suddenly, she heard a squeal of pain and saw that one of the older foals had shoved a young one to the ground. The bigger mare got on top and began taunting the little one. "I've got you! I've got you!" She sang out. The younger mare cried out for help, but none was given. Instead, a crowd of young ponies quickly began forming around the scrap.

Midnight's mouth fell open in shock. How could those other foals just stand there and refuse to help the smaller one? She had never seen such a display of blatant unfairness. Her eyes grew hot with rage, and she gritted her teeth. She began pawing at the dirt with a furious hoof. Her tail stood straight on end, just like Rarity's cat, and her coat began bristling.

Suddenly, she let out a high pitched scream and raced into the combat zone. She threw the bigger foal off the young one and began assaulting her with vicious violence. "YOU BIG MEANIE!" She screamed as she hit the foal over and over and over again, "YOU DON'T ATTACK SMALL FOALS LIKE THAT! HAVEN'T YOU BEEN TAUGHT BETTER THAN THAT?!"

Starlight, turning away from her conversation with another pony, saw the commotion. Like lightning, she sped into the yard and took Midnight off the other pony, who by now was covered with bruises and was crying heavily. Ms. Cheerilee, the school teacher, had also emerged to find one of her students being attacked.

She and Starlight both gave Midnight angry looks as they helped the victim back to her hooves. "I'm so sorry," Starlight apologized, "she's never acted this way before. Please, come to the Castle of Friendship and have dinner tonight. It's on us."

The little filly nodded as tears continued cascading down her cheeks. Cheerilee looked at Starlight. "I want you to keep Midnight away from my school for a while," she said, "at least, until this all blows over." Starlight nodded, "don't worry. I'll make sure she's under control." "You'd better," Cheerilee said firmly before helping her student back into the classroom.

Starlight whirled around on Midnight in a rage. "What was that, young lady?! I mean, I turn my back for two seconds, and here you are beating up another filly!"

"But she had that smaller one down on the ground! She was going to hurt her! It was so unjust and unfair!"

Starlight sighed and her anger relented somewhat. Now she saw that the filly had a reason for being so violent. Still, that didn't excuse it. "I understand that, and I'm sorry that it was happening. But there are other ways you could have handled the situation. It didn't have to break out into chaos. I'm sorry, but the surprise is off. We're going right back home and you're going to tell your mother about this. Now, march, young filly."

Seeing that Starlight was set in her decision, Midnight had no choice but to turn her small hooves around and head back to the castle. On the way there, she had the chance to think. This wasn't the first time she had witnessed a bigger foal beating up a small one. _Why don't Celestia and Luna do something about that? I mean, they're in charge, aren't they? So why don't they do something about it? _Then her eyes lit up and she got an idea, _or maybe…I could do something about it. Down with the big foals, _she thought evilly. Her small mind turned dark as the thought arrived of her flinging the offending foals off a cliff and down into a lake below.

Meanwhile, Starlight was anxious to get Midnight back to the castle. _Oh, Celestia, please don't let this be what I think it is, _she thought nervously. These could be signs that the dark prophecy was coming true. They had never dared speak a word of it in Midnight's presence, not only because the filly wouldn't understand her destiny, but because it might spark a negative change in her. Now, the signs appeared to be emerging, and Starlight was completely frazzled. _Please, _she thought, _please let it just have been a simple temper tantrum. If it wasn't, then Equestria might be doomed…_


	11. A Deadly Transformation

They returned to the castle and went to Twilight and Flash's quarters. They found Midnight's parents, working diligently at new schoolwork for the students in the School of Friendship. They hurried about the room, straightening papers here and writing things down there. They were completely oblivious to the two new presences that had encroached upon their space.

Midnight shrank away, fearful of the punishment that was sure to come her way. _Oh…I don't want another spanking, _she said to herself, _but, maybe when Mommy and Daddy hear why I was so rough with that foal, they won't punish me too hard. _As soon as she said this, her mother looked up and noticed she and Starlight standing there. "Oh!" She said with surprise lacing her voice, "Midnight! Starlight! I didn't expect you back for three days!"

"Well, we had to come back early," Starlight said seriously, "we didn't make the train station. Midnight, would you care to tell your mother what you did?"

Midnight looked at the ground and then back at her mother, who eyed her with sternness. The young filly kept quiet for a minute as she gathered her thoughts. She knew she couldn't get out of this one. Starlight had been there, so if she tried to deceive her mother, her godmother would put the truth into the conversation. So, she sighed and gave in. She told her mother about attacking the larger foal, and about beating her up.

Her mother and her father both looked at her in shock. "Midnight…" Twilight finally said, "…I…I…I don't know what to say. Come over here, young filly!" So Midnight slunk her way over to her mother, with her mane drooping. "Don't you know better than that?" Her mother questioned

"But I…"

"No buts!" Flash said hotly, "the fact is, you do know better than that! You know you're not supposed to do that! Now, come here." She slunk over to him and he quietly took her and bent her over the bed. "You know why you're getting this, right?" He asked. She nodded silently. "I'm sorry, sweetheart, but this is the punishment you deserve." At this, he administered one of the biggest spankings she had ever received. She squealed and cried at each hit.

When the punishment had been duly received, she turned and noticed that her father's eyes had filled with tears. He quickly pulled her into a hug and allowed her to cry freely into his shoulder. He hated having to do that to her. It completely crushed his spirit, for his love for his daughter was absolute. He wished that she would be a good filly and follow the rules and boundaries that they had set for her, but beating up another foal was a harsh crime and the punishment needed to be just as harsh.

"Daddy?" Midnight said when her tears ebbed.

He looked back at her, "yes, sweetie?"

"Why do you and Mommy have to spank me sometimes? Do you…" here she swallowed nervously, "…do you enjoy hitting me?"

Flash shook his head and pulled his daughter back into a loving embrace. "Oh, my dear Midnight. We spank you because sometimes you break the rules," he said, "but we don't spank you all the time, and we certainly take no enjoyment in it. In fact, it hurts us more than it hurts you."

"It does?"

"Yes, darling, it does. We love you, Midnight, with all our hearts. We don't like punishing you at all. We wish that you were a perfect little filly who would follow every rule to the T, but the fact is, you are a pony and ponies aren't perfect."

"But you and Mommy are…right?"

Flash shook his head again. "No, sweetie, we most certainly aren't. We make mistakes all the time. But we learn from those mistakes and we never let them guide our thinking. We take what we learned and we apply it in our everyday lives, which is something you need to do."

He finished his small speech and smiled at his beloved daughter. He looked at her rump and saw that it glowed red. He winced as pain shot through every pore of his being. He hated having to administer punishment, but sometimes a parent had to do what a parent had to do. He just hoped that Midnight understood that they punished her because they loved her and wanted her to learn the right manner in which to do things.

Unfortunately, Midnight's small mind was already manufacturing hatred against her parents. She backed away from the two ponies she thought she knew so well and dashed off to her room, slamming the door behind her. Twilight and Flash watched her go and gave each other incredibly anxious looks, wondering if this signaled the beginning of the fruition of Zecora's dark prophecy.

Behind that closed door, the gears of Midnight's little, yet brilliant mind were slowly turning. Brilliance can be a very dangerous thing, and Midnight was about to harness its power to fulfill a prophecy she didn't even know existed. She had the powers of manipulation and great oration on her side. She could talk somepony into doing anything, and she knew it. That, combined with her emerging hatred of anypony she saw as oppressive, was set to lead Equestria into ruin.

_Mommy and Daddy just don't get it! _She screamed internally as she examined herself in the full length mirror that adorned her wall. _Mommy's a princess, so what could she possibly know about the small foals of her empire? She doesn't have time for them, or me! She used to…but now she's completely shut herself off from me! She leaves me with Starlight half the time. Daddy's no better. He's always consumed with working at the school and being with Mommy. I never get anything! NEVER, NEVER, NEVER! I have no friends! _

She stopped short and mulled over that last thought. "I have no friends…" she said out loud. She, the daughter of the Princess of Friendship, had nopony to call a friend of her own. All she had were her mother's friends, and they hardly counted because they lectured her so much on the Elements of Harmony and what makes a good friendship. "Hmph!" The small filly squeaked, "they don't get it. NONE OF THEM DO!" She suddenly yelled, "and I'll make them pay. I'll make them all pay!"

As she spoke these vicious words, the bare spots on her flanks began to glow rapidly. Suddenly, cutie marks appeared. One was of the blazing sun, and the other was of a cold, heartless moon. Unlike the ones Princesses Luna and Celestia bore, these marks showed nothing of the peace and beauty of night or the wonder and majesty of the day. Rather, they spoke volumes about the blistering and deadly heat of the sun and the cold and foreboding ice of an evil moon.

Her transformation had been completed. She was a completely different filly. She was no longer the sweet, innocent foal that her parents had come to cherish. Instead, she had changed from Midnight Sun into Midnight Mare, a smaller version of Nightmare Moon. Only this pony didn't want to bring about eternal night…she wanted to destroy Equestria, and cast her parents into a fiery doom.


	12. The Beginning of Death's Pilgrimage

After Midnight Sun's transformation into Midnight Mare, she quickly began packing up her small saddlebag. Tonight began her self-imposed pilgrimage around Equestria, to gather foals who thought the same way she did. Together, they would take their parents to their knees and forever rid Equestria of what she saw as a great menace. _Mommy and Daddy will be made to see exactly what their "punishments" and "rules" do to me! _

The best news for her was that, whenever she got through with her subordinates, she could just kill them as well. _All ponies shall bow to me one day, _she thought viciously and arrogantly, _I will bring even Celestia and Luna down! I shall be made famous, and the only pony to blame for it will be my mother. If I don't personally kill her, all of Equestria shall turn on her and blame her for the hell I'm going to rain down on this despicable country. _

She maneuvered around her room as her thoughts grew steadily more evil. The hatred her mind had begun manufacturing toward her parents soon spread to every pony in Equestria, especially the older foals who had always made fun of her and teased her for being so small for her age. _I'm not a baby anymore, _she told herself, _and they will be made to pay. I shall cast them into a blood soaked nightmare and I will never regret it! _

She threw the necessary items for survival into her saddlebag. Some food, a blanket in case the nights got chilly, and some water for hydration. She also threw in some books she had been reading. One was by a pony philosopher who went by the pseudonym Dr. Manesford. Nopony knew his real name, but she was increasingly interested in his ideology. In his book, Manesford consistently complained about how the ponies who ran the biggest businesses and had the most private property in Equestria were oppressing those who had the least. His logic had a lot of holes in it, and most of it was completely pointless rhetoric, but Midnight loved it all the same. She loved it because she knew she could use it to dupe the ponies who would fall to anything as long as it said exactly what they wanted to hear.

_And as soon as I'm through with them, _she thought as an evil smile spread across her face, _their place among the dead will be duly assigned. _She threw the book in along with all of her other belongings and zipped up the bag, ready for her journey through Equestria. She dug out a small map she had been given as a birthday present by her mother. _A_ _ridiculous "gift," _she thought, _but a useful tool… _

She opened it and scanned through Equestria, mapping out her journey. Her mind unraveled the path she would take to bring death and destruction to all Equestria. First, she would head for Manehattan and recruit foals there to join her cause. It wasn't the closest town to Ponyville, but it might prove to be a breeding ground for the shallow minded and ignorant among her age group. _That's who I'm after, _she thought as she imagined an entire army of her own, following her and remaining blindly loyal to everything she said. She could kill their families, ruin their farms, cottages, and lives, and still they would remain loyal to her. Why? Because she had a radical way of thinking, and radicalism always seemed to cling to ponies like that. They were so desperate for change and for something new to come into their lives, that she could manipulate them to do whatever she said.

She also knew that the closest town to Ponyville was the capital of Canterlot. She wasn't a stupid foal like the ones she looked to recruit. She knew if she were to go there right off the bat, she could get caught by either Celestia or Luna and her entire mission could be destroyed before it properly began. _No, _she said, _I must keep this as quiet as possible for the moment. Yes, I want an army of my own, but not right now. Even in Manehattan, those… _she stopped and spat the title _...PRINCESSES might have eyes watching for trouble. No, I won't get caught. By the time they realize what my true motivations are, it will be too late. My mother and father will lie dead at my hooves, and Celestia and Luna will be next on the menu. But I must find ponies to join me who will remain loyal and quiet. _

Here, she encountered her first problem. She wanted to recruit ponies who had minds the size of the average pea to join her, because they could be manipulated the easiest. However, their stupidity could play a role in her own downfall. If they couldn't be made to keep their mouths shut about the rebellion, then her self-created future as Equestria's dictator could be put in jeopardy. _Horns and horse feathers, _she said to herself, using a popular Equestrian curse, _this is quite the conundrum. _

She paced around her room, trying to figure out how to solve this problem. _Hm…if I recruit ponies who are dumb enough to listen to every word I say, then I would have to make the group small enough to keep a secret. But there's no telling what they might say if they go into a town or meet up with some of their friends. The revolution could be over before I've even swiped a hoof! But if the group is too small, then we won't be taken seriously. What to do… what to do…_

Then she realized something else. She could prey on somepony's desperation. She knew that the ponies of Manehattan, especially those more destitute than others, had fallen on hard times lately. The hay market had recently crashed, bringing an era of hard times on the city. She could use this to her advantage. A wicked smile worked its way across her visage. _Yes… _she thought, _the most desperate pony is willing to listen to anypony! I can use this. A combination of the most ignorant and most desperate ponies. But I'll have to find ponies among them who have some semblance of competency to guide the others. They'll just have to be desperate enough to follow my orders, and smart enough to manipulate the dumber ones to do my dirty work. _

Her small mind worked the scenarios over and over, and finally mapped out a plan for just what she would do when she arrived in Manehattan. When she found a small group of ponies whom she deemed desperate, dumb, or both, she would befriend them. She would try and make them see that she knew about their problems and sympathized with them. Then she would tell them about this new way of thinking that was guaranteed to solve their problems. Once she had them hooked, she would reel them in and trap them. Then there would be no escape. Their death would be sealed. Once they no longer served any purpose to her, she would kill them. She didn't know just how she would do it, but she would.

Then, with her bag packed and an evil smile stretching across her small face, the young filly left her room and began fulfilling a prophecy that she didn't even know existed. She snuck through the castle under cover of darkness. She made her way past her parents' room, ever so slightly. Then she got a wicked idea. She turned to her parents' door and cast a small spell to temporarily remove all noise from the area. Then she used her horn to vandalize the beautiful crystal that decorated the entranceway. She smiled, pleased with her handiwork, and continued out of the castle.

Once outside, she ran towards the train station. She didn't need anypony else from this town. None of them would have joined her anyway. _Soon, _she thought, _my parents will pay for their rules and punishments, Equestria will pay for its existence, and the foals of this country will lie dead at my hooves, having spent their last breaths crowning me Queen. I will bring everypony in this wretched land to their knees. I AM MIDNIGHT MARE! _


	13. Midnight in Manehattan

At the train station, she boarded the train to Manehattan unnoticed. After all, she was only a filly and the rest of the ponies assumed that her parents were among the large crowd. She also looked drastically different as Midnight Mare, so nopony recognized her as Midnight Sun. But she also possessed an ability that other fillies and colts could only dream about. Her magic was so powerful, it allowed her to manipulate a pony's eyes so that she looked innocent and sweet to everypony around her. She used this heavily to her advantage. Whenever anypony asked her anything, she would turn on this optical illusion and use it to full effect.

Nopony stopped her. Then again, very few ponies even took notice of her. That was just fine with the young filly, for her mission required as little attention as possible. As far as she was concerned, the entire crowd could just disappear into thin air and she wouldn't lift a hoof. _These wretched creatures, _she thought viciously, _how easy they are duped. How easy it is for me, a mere filly, to manipulate them. They've sealed their own doom, and they don't even know it yet! How wonderful… I wonder if some of them have fillies and colts of their own. If so, that makes it better because I could recruit their children and turn them on their parents! Oh, what joy!_

As these evil and malicious thoughts coursed through her brain, she took her seat on the train. Nopony sat beside her, and as the train rolled out and rumbled towards Manehattan, she watched the sights go by. She saw the apple trees of Applejack's farm. _Hmph! _She scoffed internally, _stupid, shallow Applejack. The country ponies are the lumbering oafs of our species. It's rather disgusting. _She turned her small nose up at the farm as it passed by.

They continued out of Ponyville. Trees, rivers, and lakes all whizzed by at top speed as the train carrying the veritable incarnation of death itself continued on its journey. Nopony traveling towards Manehattan could have known what the young one was planning. Indeed, some of them were business ponies, traveling to Manehattan from Ponyville and other places for a conference. They did have foals of their own at home, whom they loved very much. None of them could have realized that Midnight Mare was among them, planning and plotting to turn their young ones against them.

As the train went along, Midnight Mare did more thinking, namely about how she would conquer the other towns in Equestria. She pulled out her map and scanned it over. She had used a quill to mark her journey throughout the country. After Manehattan came Fillydelphia, followed by Baltimare, Las Pegasus, and finally Canterlot itself. Her plan was to have amassed an army of protestors and disgusted ponies by delivering them lies and false promises. Then they would descend on Canterlot and demand the deposition of Celestia and Luna. Once that was achieved, she would kill her army and take over Equestria completely. _Then, I'll enslave the ponies who used to oppress me! _She said to herself, _either that, or I'll just kill them. Whatever works. _

As she thought these things, the train screeched and skidded to a halt. They had arrived in Manehattan, the biggest city in Equestria. Populated by over a million ponies, it was the home of everything that was cultured and chic. Midnight hated it all. She hated it whenever her mother made her wear one of those disgusting dresses that Rarity made. _I think I'll burn Saddle Row to the ground when I become ruler, _she said to herself.

She got off the train and headed for the western part of the city. Specifically, she went to an area known as Horn Alley. This was a place where the most destitute and desperate of ponies lived. Thus, they would be manipulated the easiest. _Soon, _she told herself, _just be patient. _She wandered through the streets of the city, pretending to admire the skyscrapers and penthouses that had been built there.

She was able to dart her way through the crowd, using her small size to slip in and out unnoticed. Finally, she made her way into Horn Alley. She looked around and, despite her evil, her mouth fell open in shock. The homes here were broken and glass shards littered the street. Most of the doors were broken and the homes looked as if they hadn't been painted or fixed up in decades.

But if the homes looked this terrible, the ponies who lived there looked ten times worse. The stallions walked around with their heads down. The mares looked as if they hadn't had dresses of their own in years, and the ones they now wore were tattered and ripped. The recent crash of the hay market had hit these ponies terribly. _Am I really about to feed lies to these poor ponies? _Midnight thought. Then, a wicked smile ran across her face. _Of course I am! _She thought viciously, _these ponies are poor, which means they'll listen to anything I say if they think it can help them out of their current situation. I don't give two pony tails about them. Let them rot!_

So she steppedup to the first stallion she saw. She threw on the illusory spell that made her appear as an innocent brown foal named Ponita. "Excuse me, sir," she said with a cute voice, "I couldn't help but notice how down you look. Are you alright?"

"Oh, I'll be fine," he said, "don't you worry about me, little one. My family and I will manage somehow." He stopped and gave her a curious look. "What's a little filly like you doing in this rough neighborhood? You don't look like you live here."

She shook her small head. "No, sir. See, my name's Ponita, and I live in Canterlot."

"Really? Are you in Manehattan on vacation?"

Again, she shook her head and continued feeding him lies. "No, sir, I'm here on a special mission from Princess Twilight herself."

"Princess Twilight? The Princess of Friendship?"

"The same."

He stopped and gave her a suspicious look. "How in Equestria do you know Princess Twilight? For that matter, why would she send a young filly on a mission?"

"Well, you see, sir, I'm an orphan. My mommy and daddy died when I was very young. So a Canterlot orphanage picked me up. One day, Princess Twilight visited us and she said that I was the friendliest filly there. So she gave me a special assignment to help spread friendship across Equestria."

"And you're here…all alone? Well, that doesn't make sense…"

"Oh, but I'm not alone, mister. The princess sent along a special detail with me."

"OK, then where are they?"

Midnight stopped. _Shoot! _She said to herself, _how am I gonna get out of this one? _She turned and smiled at the stallion. She tried to brush his inquiry under the rug and change the subject. "Oh, it doesn't matter where they are," she said sweetly, "what matters is that I'm here and I'm here to tell you all about something I heard in Canterlot. It's about the hay market crash."

The stallion's eyebrows furrowed in anger and Midnight knew she had him in her little trap. "Darn those rich ponies over on 5th Street!" He suddenly said in anger, "they think all the hay and all the bits in Equestria are for them! What with their big businesses and corporate attitude, they…" He stopped and looked down at the filly. Her eyes were wide, and he thought he might be frightening her. What he didn't know was that this was exactly what Midnight wanted to hear.

"But, maybe I shouldn't be discussing this with a filly," he said, "after all, what do you know about business and economics?"

"Oh, plenty, sir. For instance, I know that the rich ponies of Canterlot conspired with the rich ponies of Manehattan to dupe all of you!"

The stallion's mouth fell open. "Are you serious?"

"Yes, sir. Completely serious. By the way, do you have children?"

"Oh, I do. Two colts and a filly."

"May I meet them? Part of my mission is to speak with the foals of Equestria."

The stallion smiled. _Bingo, _Midnight thought. "Of course you can, young one! In fact, why don't you come into my house and eat dinner with us? It's getting to be about that time."

"Oh, thank you, sir. I am a little hungry." This was the only true thing she had said in her web of dishonesty. So, she followed the stallion into one of the battered homes. Inside, she had to retain her composure. A small table with a broken leg sat in one corner of the home, with a small stove and water pump behind it. "We're lucky," the stallion said, "some of the ponies on our street have to go down to the river and bring water back every day."

He walked over to some beaten stairs and called out, "Iron Wing? Cloven Hoof? Daisy? Come down! There's somepony I want you to meet!" As soon as he said that, three small foals bounced down the stairs and skidded to a halt. One of them was a silver colt with brown eyes, the next was a brown colt with blue eyes, and the third was a yellowish mare with bright green eyes.

"Ponita, these are my children"

"Hi, I'm Iron Wing," the silver colt said. He stepped forward and offered a hoof. Midnight shook it in a fake show of respect. _Just keep working them, Midnight, _she told herself, _just keep working them. _

"I'm Cloven Hoof, pleased to meet you," the brown colt said as he extended his hoof. She shook it and moved on without saying a word. Then the mare stepped forward. "I'm Daisy," she said as she extended her hoof. Once again, Midnight shook it without saying anything. She just smiled.

"Um, this is Ponita," their father said, "and, according to her, she's on a special mission from Princess Twilight herself."

"WHOA!" The foals all said in unison. They began bombarding Midnight with questions about her mother, but she didn't answer any of them. Instead, she just smiled and nodded a few times. She was gauging these foals to see if they could be of any use to her. _That silver colt, _she said to herself, _he might do._

Soon enough, the mare of the house came down and fixed them some dinner. They might have been a poor family, but Midnight found that they weren't in want for delicious food. She thought it was the best dinner she had ever tasted. It was soup, but the way it was prepared was absolutely outstanding. _Yes, _she thought to herself, _I'm gonna need ponies to cook for my army, and it looks like I've found somepony who can help in that area. _

After dinner, she rounded the family up and told them what she had told their father. Their eyes grew wide as her deceitful stories about the rich ponies of Equestria fell upon their ears. She had to control herself and keep from smiling wickedly. As she spoke, she noticed Iron Wing's anger grow. Now she knew she needed to have him in her army. _Good, _she said, _they've bought it hook, like, and sinker. Now, to get them to join my cause. _

She finished her story and said, "so, you see, while I'm on my mission from Twilight, I'm gathering ponies to go and rectify this wrongdoing. They must be brave ponies, who would be willing to fight for their futures."

Iron Wing stood to his hooves. "I'm willing, Ponita," he said, "please, take me. I want those rich ponies to be brought to their knees!"

"Oh, bless you, Iron Wing!" She said as she threw her hooves around his neck, "if Equestria survives this, you shall be commended by Princess Twilight. I will personally make sure of that."

The other ponies didn't seem as eager and Iron Wing's mother cried and cried at the thought of her baby going off into something like this. However, his father was happy and heaped praise upon him. "You go show those rich ponies who's boss!" He said as he gave his son a hug.

Midnight watched the entire exchange with great excitement. This was much easier than she had anticipated. These ponies really would believe anything anypony told them, even a small foal like her. All she had to do was look cute and innocent and they would do whatever she told them. She knew she had a faithful disciple in Iron Wing, and she would take full advantage of that. _The first pony has fallen to me today, _she told herself, _there will be more. Many more._


	14. Panic in Ponyville

As Midnight Mare continued her journey of manipulation and deceit in Manehattan, her mother, father, and godmother were growing completely frantic. They had awoken that morning to find that the small foal was gone from her room. They turned the castle upside down in a panicked search for the young pony, but to no avail. Midnight was gone.

As they searched, the same thought popped up in all three of their minds: what if Midnight was fulfilling the prophecy? If that were the case, then Equestria could be underwater or set on fire in a matter of hours. The foal's magic was incredibly powerful for her age, and she had shown the potential capability of controlling the heavens just like Celestia and Luna. Normally, this talent was used in a controlled environment. But if she were out and about in Equestria, then it could be used to bring forth untold devastation.

Flash, Twilight, and Starlight ran amok in the castle for an hour or so, turning over tables and looking into any small area that Midnight might have squeezed into. After this, they all met in the main hall and caught their breath. "OK," Twilight said, "we're going about this all wrong. We can't just run here and there looking in random places, we have to be organized. Now I'm fairly sure we've covered the entire castle, disorganized though we have been. Now, we need to search the grounds and the rest of Ponyville. Flash, you and I will look on the castle property. Starlight, you go around Ponyville and search. Get our friends involved. Leave no stone unturned, and no building unchecked! We will find Midnight!"

After this organizing pep talk from Twilight, the three ponies scattered and went to look in their various areas. Starlight ran through main thoroughfare of town, calling Midnight's name and checking with other ponies to see if they had seen her. What Starlight didn't realize, was that Midnight had used her "Ponita" disguise whenever anypony tried to speak with her. Even if they had seen her, they wouldn't have known about it.

As she ran along, dark thoughts transfixed her mind. She was transported back to her first vision, where she saw screaming foals swept away in a stream and Equestria destroyed by fire and water. _What if that's what's happening now? _She asked herself, _what if we can't find Midnight? Has she gone somewhere to initiate our downfall? _She continued running along, but her thoughts were causing her to stumble. _Ugh! _She yelled at herself, _focus, Starlight! We have to find her!_

She ran into Sugarcube Corner and met Pinkie Pie. The pink mare stood in her normal spot behind the counter, smiling widely and just generally being her usual happy self. In a flash, Starlight saw the dead Pinkie from her vision. She shook the thought away and walked up to the register. "Hey, Pinkie," she said.

"Hi, Starlight!" Pinkie said cheerfully, "lovely day, isn't it? I tell you, I love summer! Summer, summer, summer! It's the perfect time for a PARTY, don't you think?!"

"Er…yes, Pinkie. But I'm not here to discuss that. Listen, I don't want you to panic, but…we've lost Midnight."

"Midnight?! You mean, Twilight's daughter Midnight?!"

"Yeah," Starlight said, "she's been gone for Celestia knows how long!"

"Oh my!" Pinkie exclaimed, "so I guess you're wondering if I've seen her."

Starlight nodded, "yeah, I am. We're desperate!"

"I can imagine!" Pinkie said, "but I'm sorry to say I haven't seen her. I've been in here all morning. We're making two very important cakes for a couple of special fillies and their birthdays and I haven't been out all day!"

Starlight grimaced and sat on her haunches. Going around town from pony to pony and asking about Midnight was getting her absolutely nowhere. Then, she suddenly stood back up with a start. She realized that Midnight might have gotten on the Friendship Express and gone to anywhere in Equestria!

"Pinkie, if you see Midnight, please get the word to either myself, Twilight, or Flash! We've got to find her! The fate of Equestria might depend on it!"

Pinkie, like Twilight's other friends, was still in the dark about the prophecy looming large in front of them. She had no idea of the bloody horizon that their entire society was unknowingly traversing towards. All she knew was that Twilight's foal was missing. So, she cocked her head in a gesture of confusion.

"I mean, I know that a missing foal is incredibly important, but I don't think that the fate of Equestria depends on it."

Starlight whirled around and grabbed Pinkie. She shook her, "yes, it does, Pinkie! If we don't find her, then the prophecy might come true!"

"What prophecy?"

Starlight realized that Pinkie had no idea what she was talking about, so she sat her down and explained in rapid fire detail the prophecy and its repercussions. Pinkie's eyes grew wide as her mouth fell open. "You mean…I'm gonna die?" She asked as her eyes filled with tears. Her characteristically puffy and chaotic mane suddenly deflated. Starlight had heard about Pinkie's mane doing such a thing when she became sad, and she realized that it was an intensely depressing sight to see.

So, she grabbed Pinkie again. "No! No, Pinkie," Starlight said, trying to reassure the grief stricken mare, "you're going to live! We're gonna stop this horrible thing from taking place! But first, we need to find Midnight!"

"I'll be sure and let you know if I see her," Pinkie said in a deep depression. Her tone, once cheerful and jolly, had gone into a complete despair. Starlight felt like crying to see the happiest pony in Equestria turned into something so deeply miserable. But she needed to continue her search. So she bid Pinkie Pie a comforting farewell and headed out the door.

She tried to remain positive in her efforts, but she realized that the potential for finding the young filly was growing thin. The prophetic words that poured from Zecora's mouth two years before now seemed to blanket the guidance counselor. She worked her way back towards the castle, having searched everywhere in town. She hoped that, when she returned, Midnight would come and leap into her arms as she normally did.

But, when she returned to the castle, all she found was a sobbing Twilight and Flash attempting to comfort her. He had her in a deep embrace as Twilight sobbed and screamed into his shoulder. Her screams were muffled, but Starlight could still make out the anguished cry. "MY FOAL! MY FOAL IS GONE! THE DEATH OF EQUESTRIA IS SEALED!"

Twilight wasn't just weeping because her precious and beloved daughter was missing, but she wept for Equestria. Starlight realized that Twilight's position as one of the four rulers of the land caused her to shoulder a heavy burden. That burden must have felt many thousands of pounds heavier now that Midnight was gone. Luckily, her friends soon arrived to help comfort her. Even Pinkie, who just an hour before was weeping at the prospect of her own death, hopped up and gave Twilight a friendly hug.

Starlight felt helpless. She hated seeing her best friend weep and scream like that. Twilight's cries were met by the air, which carried them around Ponyville. Starlight turned and noticed that ponies were beginning to stare at the distraught princess. They quickly moved forward and formed a friendly circle around the royal couple. Some of them even laid their hooves on the weeping mare. They whispered words of encouragement and consolation in her ear. She acknowledged them with a small nod, but the tears still flowed.

Starlight looked on in surprise. _These ponies don't even know Twilight as much as her friends do, _Starlight thought, _yet, they still come to comfort and help Twilight in her hour of need. The impact she's had on this village is palpable. I swear to Celestia in Canterlot, I will not allow Midnight to do this evil thing! I will find her, and I will bring her to justice! _

The sight of Twilight's hysteria was enough to push Starlight over the edge. She shouldered her way through one part of the crowd and into the castle. Once there, she headed for a certain room where she knew that hoof and horn sharpening equipment was kept. She quickly sharpened both of these things and headed for Twilight's library. She grabbed a few books off the shelves and opened them to certain spells. She learned them and mastered them in a matter of minutes before heading to pack her saddlebags.

"I won't give up," she said out loud as she walked along, "I will find Midnight. I just hope that, when I do, she listens to reason and we can subvert this prophecy. If she won't listen to reason and engages me in battle…I might be forced to hurt her to save Equestria. Oh, Celestia, please don't let it come to that."


	15. Problems in Hoofington

Meanwhile, Midnight Mare continued trekking across Equestria, building her forces. In town after town, her message to the poorest ponies was that the rich ponies were out to get them and the only way to stop them was to overthrow them. Her message to the dumbest of ponies was that the ponies who retained most of the intellect in Equestria were out to do the same thing. Her solution? Why, beat them with mindless violence, of course. She preached of a glorious future where everypony got their fair share. Soon, many towns were abuzz with this new foal, Ponita, and her message of getting even with the ponies they saw as oppressive. Foals were joining her by the hundreds, and older ponies as well.

Soon, her army numbered well towards 1,000 ponies. But, she kept every one of her branches a secret from the other in order to minimize their presence in the land and thus avoid capture. But, the secrets would all be revealed in due time. Soon, she would gather them all in a centralized location and march on Ponyville, to kill her parents. After that, the fires of friendship would be forever snuffed and she could use her terrific magical ability to bring forth a hell that Equestria had never witnessed before.

On this journey of hers, she had been honing her craft. She had picked up some dark magic from a pony witch outside of Baltimare, and combined it with her ability to control the very heavens. She would make it rain on ponies she didn't care for, just to watch them run around in bewilderment. She would sit back on her tiny haunches and laugh uproariously at the sight. _Oh, how stupid my own species is, _she would think maliciously, _to think that they don't even bother investigating the origins of such a cloud. They must think Cloudsdale has it in for them! _

Speaking of Cloudsdale, she was quickly building a large corps of Pegasi within her ranks. After finishing the recruiting, or as she referred to it, the "soft enslavement," of a town named Maneford, she looked up and noticed that she was only a few miles away from the floating town that was responsible for all of Equestria's weather. So, she turned to the five Pegasi foals that she had just recruited and pointed up to Cloudsdale. They nodded and zoomed towards the clouds. She followed suit, beating her small wings just enough to keep her airborne, but not enough to get there in a great hurry. She wanted her new Pegasi soldiers to do the job for her.

When she arrived a couple of hours later, they reported to her with great gusto and showed her the work they had accomplished. She was thrilled that in such a short amount of time, they had managed to recruit 7 new foals and 3 new adults to join their cause. _Perfect, _she said to herself, _these idiots really will believe anything, even from the mouths of the smallest among them. Such gullible pieces of pony garbage. _

Externally, she worked her Ponita disguise and innocently conveyed her message. She made it seem like the only way to rectify the apparent "unfairness" in the land was to hurt or kill all of the richest or smartest ponies. The dimwitted Pegasi that stood before her swallowed her message hook, line, and sinker. They had all been drop outs of the School of Flight in Cloudsdale, because they could neither fly nor study, and they hated Rainbow Dash and the Wonderbolts for their success. When they heard how Ponita had a "grand plan" for destroying that particular organization, they jumped on board immediately.

As Midnight Mare continued blazing a fiery, yet secretive trail across the land, Starlight Glimmer hopped on a train and began looking for clues. She had told Twilight and Flash about her self-imposed mission, and received a heaping helping of praise and thanks from the frightened and upset parents. Her plan was simple: if nopony knew where Midnight was, then she must have been able to use magic to get her where she needed to go. How she did this, Starlight wasn't quite sure, but she would search every town in Equestria if she needed to.

Her first stop was the train's first stop, a small village just north of Ponyville named Hoofington. Not too many ponies lived there, but the town did contain a few small stores and cottages that dotted the countryside. Most of the ponies there were Earth ponies, farmers who tilled the land and raised their crops in peace. Still, Midnight's message of violent vengeance had managed to reach the ears of the farmers thanks to her conversations on the train and they were split on things. Some of them agreed with it, and some of them didn't.

Starlight got off the train and wandered the main street of the small town, looking for any sign that Midnight might have stopped there. In her distracted wandering, she got tangled up with one of the farmers and both of them went tumbling to the dusty ground. "Hey!" The farmer said indignantly, "watch where yer steppin' there, little lady!" He had a thick country accent, and it reminded her of Applejack.

"So sorry, sir," she said apologetically, "but I'm in a bit of a rush. Have you seen this filly?" She produced a drawing of Midnight that she had acquired before she left Ponyville. The farmer shook his head. "Sorry, miss," he said, "but I reckon I ain't never seen hide nor hair of no pony like that."

"Well, has anypony come through here and said anything vengeful or cold hearted?" Starlight asked. She had checked Midnight's room before she left Ponyville, to see if the young filly had left any clues as to where she might go. Luckily for her, she found Midnight's small manifesto and it preached horrible things about violence towards the parental figures of Equestria and killing all the big foals. She had been so shocked at the outrage that poured forth from the pages that she nearly second guessed her journey. But she knew that she had to try and Midnight and the prophecy.

The farmer nodded, "yep! Some brown filly came through town just a few days ago. Said somethin' about beatin' up rich and smart ponies. I didn't believe a word of it! Bunch of poppycock and drivel, if ya ask me. By the way, why are you so dang interested in findin' this partic'lar filly?"

"Because if I don't find her, Equestria is doomed! You'll all lose your farms!"

"Oh, great," the grouchy farmer muttered, "another politician pony."

"No! I'm no politician! I'm the guidance counselor at Twilight's School of Friendship, Starlight Glimmer, and this is insanely urgent! Please, where did this brown filly go?"

"I 'spect she got back on that thar train and ran north to Manehattan. But, while you're here, maybe you can help us out."

"Help you with what?"

"Well, that brown filly's message tore a hole in our town somethin' powerful. We could really use somepony like you to help us fix stuff."

"Oh, alright, but I don't have time to dawdle! I need to find this filly! It's incredibly important!"

"Alright, alright! Don't get yer tail in a twist! Cinnamon Spice?!" He suddenly called out. A pretty young mare, with a coat the color of cinnamon and eyes to match, came out of one of the small shops and trotted over to where they were. "Yes, what is it, Apple Core?"

"Wait a minute…Apple Core?" Starlight asked. The grizzled farmer nodded. "Are you, by any chance, a relative of Applejack?"

"Applejack?! Shoot, that's my niece! She's one of the greatest little farmers Equestria's ever seen! She done our family mighty proud with that apple farm o' hers. Just a darn shame her parents aren't 'round to see it. Her daddy was my big brother."

The older pony stopped and wiped a tear from his eye. "I'm sorry for your loss," Starlight said genuinely. She didn't want to make the other pony's hurt seem irrelevant, but she was in a hurry. He turned and smiled at her. "Thanks. It's just somethin' I've learned to live with. But, anyway, Cinnamon, could you explain to this here mare what kinda trouble we've been havin'?"

Cinnamon turned to Starlight, "well, it all started when this small brown filly…"

"Yeah, I know about the small brown filly. I think it's actually this one." She pulled out the picture and showed it to Cinnamon. She examined it. "I don't think so," she said, "this other one was brown and that one looks like a mixture of black and white."

"I believe she might be using magic to dupe ponies into thinking she's somepony that she's not."

"Well, that makes sense. Anyway, this filly came through town spreadin' her message of hate and vengeance and whatnot, and then suddenly, half of our farmers went to protestin' like Nightmare Moon was on their hooves! The other half attacked them, and before we knew it, we had a full blown farmer's war on our hooves!"

"Can I see the leader of one of the factions? Maybe I can talk some sense into 'em."

"Well, one's standin' right behind ya."

She turned and saw Apple Core. "Wait…he's a leader of one of the factions?"

"Yes, ma'am!" The farmer responded proudly, "I lead the side that's right! The side that didn't believe nothin' that foolish foal was spoutin'! Ain't nothin' gonna keep me from tendin' to my apple crops and raisin' my family in peace."

"So…you attacked the protestors because you want to live in peace? Isn't that kind of contradictory?"

"Well, we didn't actually attack 'em with violence…"

"Then what did you attack them with?"

"Insults," he said, "we told 'em all that their mothers were timber wolves and their fathers were great worms from deep underground. That woulda fixed 'em, but the darn whippersnappers just kept comin' back for more!"

Starlight sighed and smacked her face with a hoof. "Can't you ponies just learn to get along? Everything Midnight told you was a lie!"

"HA! I KNEW IT! I KNEW…"

"Just a minute," Starlight said, "that doesn't mean I support your side, either. Hurling petty insults at somepony is no way to resolve a conflict. There's this thing called compromise. It's what friends do."

"Compromisin', huh?" The grizzled one said as he stroked his chin with a hoof, "I guess we could try that. But if Biscuit won't listen to reason…"

"Biscuit?"

"Biscuit Square," Cinnamon said, "the name of the pony who leads the half of the farmers who side with that small brown filly."

Starlight sighed, "look, I wish I could stay and help you out more, but I have to find Midnight! For now, here's my advice. Meet and talk it over. See if you can't hash things out between you. I have faith that you can. You're all strong and intelligent ponies. Heck, you know way more about farming than the average pony does! So why don't you use those brains of yours and work out a solution to this problem? When you do, write to me or visit me in Ponyville. I'd love to hear about your progress!"

She finished and smiled. Apple Core and Cinnamon smiled back at her. "Yeah, I guess we could try that, now couldn't we?" Apple Core said, "maybe Biscuit will be willin' to listen."

"Maybe, but it sure beats hearin' you two hurl insults at each other all day!"

The two ponies gave their thanks to Starlight, and Cinnamon told her that she had witnessed Midnight hopping back on the train headed for Manehattan. Starlight thanked them and hurried back to catch the next train to the biggest city in Equestria. She was incredibly concerned about the safety of the ponies there. _If Midnight's in Manehattan, _she thought, _there's no telling what kind of trouble she'll cause._


	16. Starlight's Third Vision

Starlight chased Midnight all across Equestria. With every town she came to, new information became available. Some of the ponies in Horn Alley who hadn't fallen for Midnight's deceit told Starlight of a strange brown foal with wild ideas who had come through there. Yet other ponies in Fillydelphia, Baltimare, and Las Pegasus told her that Midnight had been in their towns as well. With every hoof step taken, Starlight felt that her pursuit was coming close to an end.

Six weeks after leaving Ponyville, having tracked Midnight all throughout the country, she arrived in Maneford. She asked at the local general store where she might find a small brown filly. The shop keeper, who had been one of the ponies to be duped by Midnight's message, attacked Starlight. He screamed gibberish at her about how their mother was going to save all of them, and about how soon all the rich and intelligent ponies of the country were going to drown in pools of their own blood.

Starlight fought him off and ran from the store. Now, she knew she was in trouble. If Midnight's message had gone this far this quickly, then there wasn't any way to tell which ponies she could and couldn't trust. The entire country had all of a sudden become a hotbed for disloyalty and deceit. Equestria was falling to Midnight, even though a good majority of them didn't know it yet.

She ran up the road, her hooves churning dust as they went. _I've gotta find a trustworthy pony! But who? _She asked herself. She continued running until a pair of hooves reached out and grabbed her. They pulled her into a small building and a mysterious voice commanded her to be silent. So, she did. Once the hooves dropped her, she got up and looked around. She appeared to be in a house of some kind. Candles burned. A clock ticked by the window.

"Um…hello?" Starlight called cautiously, "is anypony there?"

At this, a middle aged mare stepped forth from the darkness. Four foals crept forward as well. "Hail to the great mothers, Celestia and Luna, and their kin, Cadance and Twilight," the mare said. Starlight didn't know what to think. Was she back in vision, or was this reality? So, she went with it. "Um, yes, hail to Celestia, Luna, Cadance, and Twilight. Look, I really don't know what's going on. I got attacked by…"

"Yes," the mare said, "I have been shown by Princess Luna in a dream that you were in town. I have also been tasked with providing you the shelter and resources you may need to bring Midnight to justice."

Now Starlight was really confused. Luna had shown this mare in a dream that she was in town? How on Earth did Luna know she was there? "Excuse me, miss, but…how did Luna know I was here?"

"Princess Luna's powers are beyond a mere pony's. Yes, 'tis true she cannot see the dreams of other creatures. But…she can see the dreams of a pony, and she has walked in your dreams ever since you left Ponyville. Now, Starlight Glimmer, she has told me of your coming. So I have been sitting by my door, every day for the past week, waiting for you. When you came, I praised Princess Luna for telling me so."

"You…praised her?"

"Ah, yes. Luna is definitely worthy of my thanks."

"I think there's a difference between praising and thanking."

"Is there? For what is praise, but magnified thanks?"

With these cryptic words, the mare walked around the room, lighting more candles as she did. Starlight's mouth fell open. There was paraphernalia regarding the princesses scattered all around the room! Yet, it seemed to be very organized. "I don't understand…who are you?"

"My name is Spirit, and these are my children: Sun, Moon, Love, and Friendship."

For the first time, Starlight could see the young fillies in a full light. She gasped. The filly named Sun looked exactly like Princess Celestia, Moon looked like Luna, Love looked like Cadance, and Friendship…looked exactly like Twilight. The four of them smiled up at Starlight. "Welcome, Starlight," Sun said as she bowed low, "your journey has brought you far. It has been a tiring one, but one that had to be taken. Your devotion and love for this land and your friends is admirable. We all owe you a debt."

"You don't owe me anything. All I did was…"

Then Moon put her hoof up and Starlight quieted. She didn't know why, but she felt like these four fillies were wiser than all of her friends put together. The young one opened her mouth. "The dark prophecy with which you have been laden shall come to pass," she said in a voice smooth as silk, "but the story may yet have a happy ending."

"What?" Starlight asked, "OK, now I know I'm dreaming. There's no way you could have possible known that!"

"Correct," Love said, "you are dreaming. After the shopkeeper attacked you, you were thrown on the ground and injured yourself heavily. You're in the Maneford hospital, in a bit of a coma. But that's not why we're here. We're here to commend you. We are the four princesses."

"WHAT?!" Starlight screamed, then turned to Friendship. "Twilight…is that you?"

The filly nodded her small head. "Yes, I am Twilight. I embody true friendship, and I and my fellow princesses have been granted the honor of walking in your dream in order to deliver these messages."

"But…I thought that your faith in the prophecy was flimsy."

Again, the filly nodded. "It was at first, but now I see just how dangerous my foal can be."

"But…I…I still don't understand," Starlight stammered, "why come to me in a dream as fillies?"

"It's Equestrian legend," Sun stated, "While we are princesses in the waking world, in here, we are the four fillies of old, born of the Equestrian spirit. It is our mother, and because of that, we help to guide this land."

"The four pillars of the Equestrian spirit: Sun, Moon, Love, and Friendship. That's what we embody," Moon said, "and this mare here is our mother, the Spirit of Equestria."

"It's the spirit that was put in from the beginning of our nation, on that first Hearth's Warming so long ago," Love said.

"And it's that same spirit that guides our hoof steps today, as we attempt to lead Equestria towards a brighter future," Friendship finished.

Starlight stopped and bowed low before the fillies. They showed such grace and wisdom. These were the ponies she had been searching for on her entire journey. She only wished they had visited her sooner. Still, though, she had one final question. "Spirit?" She asked the mare, "why do you worship the princesses?"

Spirit shook her head. "I don't worship them, I merely thank them, for keeping the Equestrian spirit alive. In these dark times, the fire of the four must burn brightly. Remember that, Starlight, as you face down Equestria's darkest hour. If that fire continues to burn, then the citizens of our land will never stop fighting."

Suddenly, the world shifted and began falling apart. The building crumbled around Starlight. She moved to avoid the rifts and tried to grab the fillies and their mother, but to no avail. They fell into the darkness. "NO!" She cried, "please! NO! NO!" She had so many more questions to ask them. She had so much more she wanted to learn from them.

She found herself standing amongst the stars. She wept bitterly at the loss. _What could this vision mean? _She asked herself, _why was I shown this? _Suddenly, Princess Luna flew out of the moon. She put a comforting hoof around Starlight's quivering shoulder and allowed her to cry freely. "Dear Starlight," the princess said, "you have been shown this for a reason. Those four fillies represent myself and my fellow princesses. But Midnight is bearing down upon Equestria. If you do not return to Ponyville immediately, there could be dire consequences."

With that, Luna faded away into the darkness and Starlight was left alone. She threw her head back and wailed to the stars. "WHY?! WHY HAVE I BEEN GIVEN THESE TASKS?! WHAT AM I TO EQUESTRIA?! I'M JUST A GUIDANCE COUNSELOR!" With that scream, she awakened from her comatose state to find herself in the Maneford hospital. She wiped the sweat from her brow and lay back on her pillow. Through the rest of the night, the memory of the dream coursed through her mind. She didn't know why she had been given this mission, nor what kind of fate lay ahead for Equestria. After all, she was just a guidance counselor. In the darkness, she felt all alone, and she felt that Equestria's doom had been sealed.


	17. Confrontation and a Surprise

Starlight galloped out of Maneford as fast as she could. She had been discharged from the hospital with a clean bill of health, and now was on her way back to Ponyville. Her mind was flooded with questions. What could Luna's cryptic talk in her dream have meant? Did Twilight really appear to her? Was that even possible? What did all of this have to do with Midnight and the prophecy? _UGH! Too many questions! _She screamed inside as she galloped along.

She flew down the road. Luckily, Ponyville wasn't but a few miles away and she was going as quick as her hooves could carry her. Pain shot through her joints as her body begged her to stop running, but she pressed on. Sweat poured from every drop of her being. She was in such a rush that she forgot that she had the ability to transport herself anywhere via a magic spell. All she knew was that she had to get to Ponyville and warn Twilight.

About three hours later, she arrived in town and dashed through the main street. She flew past a surprised Pinkie Pie, who called out a cheerful greeting. Starlight called one back over her shoulder and raced towards the castle. She arrived there, expecting to find a heated battle already in progress. Instead, she found nothing but the peaceful grounds and twittering birds that inhabited the trees around the castle.

She went inside and up the main stairs, which, after three continuous hours of running, was much easier said than done. Her legs screamed with agony as she heaved her way up each step. She had slowed considerably when she saw that nothing was going wrong, but when she did, her burning muscles didn't respond well. They cried out for rest, but she ignored that plea. She had to get to Twilight.

She finally managed to drag her way to the prince and princess's chamber. She rapped on the door with a tired hoof and collapsed on the floor. Flash opened the door to find the guidance counselor in a heap at his hooves. He quickly called for Spike and Twilight. Luckily, it was the weekend, so there were no classes in session. Spike ran over, took one look at Starlight, and raced away to find water for her. Twilight came over and cast a small healing spell on her.

When she did, the pain in Starlight's joints faded a little and she was able to raise her head a bit. She panted heavily and sweat continued pouring like a waterfall over her face. "Twilight," she breathed, "I-have-to-speak-with-you." Just saying each word felt like it took all of her energy, and she put her head back down.

"What about?" Twilight asked, then she remembered, "Midnight! Did you find her? Did you find my precious foal?!"

Starlight slowly raised her tired head and shook it. Twilight gave her a distraught look and began bombarding her with questions. "What's gonna happen now? Why did you come back so suddenly? Why didn't you find her?!" 

"I don't know!" Starlight said suddenly. "I was in Maneford and I had another vision where Princess Luna told me to come back here as quickly as I could. So, I did. I didn't know what I would find when I got here. I'm just thankful you two are still alive."

By this time, Spike had returned with the water and Starlight drank freely. She was so incredibly thirsty, that she drank a little too quickly. "Starlight, not so fast," Twilight said, "you'll end up with a stomachache." So Starlight slowed her drinking and finished the jug that Spike had provided for her. "Thanks, Spike," she said as she slowly got to her hooves, "I owe you big time." Spike just said, "it's nothing, Starlight. My pleasure," and left the room.

Starlight turned to the anxious parents and looked at Twilight. The purple princess's look was one of complete worry. Her eyes were moist and Starlight could tell that her mind was in one place: with Midnight. Even though her foal had turned evil and run off to deceive Equestria, she still loved her with all her heart. _Wow, _Starlight thought, _she's really taken to this whole 'being a mother' thing. She wouldn't care if the world fell, so long as her daughter was safe. _

"Twilight," she said, "I have a question for you. Did you really appear to me in that dream I had?"

When she asked it, Twilight's face turned from a worrying mother into a wise princess. Starlight swore she was glowing. She stepped forward and smiled at her. "Yes," she said, "I did appear to you, though I didn't know of Luna's ensuing commands to you. While you were gone, Luna contacted me and told me that she wanted the four of us to appear in a special dream to you. Since we represent the four ancient fillies born of the Spirit of Equestria, Luna felt that we would be vital to your journey. So, yes, I did appear to you."

"But…I don't understand. Only Luna has the power to go into the dreams of ponies. How did you get there?"

"We had gathered in the castle of Canterlot and Luna cast a sleeping spell over all of us. When we were sound asleep, she wove a shared dream between our minds and yours. Then she transformed the four of us into fillies and created the illusion of a mare that represented the Spirit of Equestria. That Spirit is what we now must guard against Midnight's horde."

"You know about Midnight's army?"

Twilight nodded. "Hundreds of letters have poured into our castle since you've been gone. They all described the same thing: a small, brown filly feeding wild theories to both the poorest ponies and those who lack the proper education. They told us how she was encouraging them to blame the rich and smart ponies of Equestria for their situations. At first, we thought it was nothing because the filly didn't match Midnight's description. But after some extensive research, I found that the prophecy mentioned a disguised predator roaming the land and delivering lies." Here Twilight stopped and began weeping, "it's all true," she sobbed quietly, "my Midnight has turned…into a monster."

Starlight wrapped her arms around her best friend. Twilight sobbed into her shoulder and Flash quickly joined the embrace. Twilight looked back at them and wiped her eyes. "Thank you," she said, "it's comforting to know that I have such amazing friends and an amazing husband. This close to the end, I feel it prudent to say such things."

"No!" Starlight suddenly said, "Twilight, this isn't the end. I know there's a way we can stop the prophecy from coming true!" 

Twilight backed away from Starlight. "But it's already being fulfilled!" She said, "the prophecy of my daughter's destiny is absolute and nothing can stop it. I've come to accept that."

"Well, I don't!"

"Well, you don't have to! But weren't you the one who told me to believe in it?"

"Yes! But you can believe in a dark prophecy, and still find a way to keep it from destroying your home!"

Twilight realized that her friend was absolutely right. They didn't have to accept it. It was their home, their lives, and their future that was being harshly affected by Midnight's actions. So it fell to reason that there was a way for them to change that. But what it was, nopony knew. Not even Twilight, who now knew the prophecy inside and out, could think of a way to quell her daughter's rage.

Then, suddenly, a shriek of anger was heard from outside the castle, followed by the howls of thousands of ponies. Twilight, Starlight, and Flash went and looked out the window. What they saw sent them into a panic. It was Midnight and her army of disgruntled and disappointed ponies. They came in droves, attacking the businesses and homes of Ponyville and shattering lives forever. Midnight proudly stood at their helm, screaming orders to her subordinate commanders, who would shout them back at the soldiers.

"PONYVILLE IS OURS!" Midnight screamed in triumph, "DOWN WITH THE RICH! DOWN WITH THE ROYAL! DOWN WITH THE LARGE FOALS! DOWN WITH THE OPPRESSOR!" The ponies in her ranks answered back with a shout of joy and continued their bloody march through the main street of town. Her parents and godmother watched. They tried to will their hooves to move, to go outside and stop this madness, but they remained affixed to that spot.

They watched as their friends and neighbors were either brutally attacked, or rapidly indoctrinated into Midnight's forces. All the small foals, poor ponies, and those who looked stupid were engrained with Midnight's philosophy. Everypony else was either hurt badly or murdered in cold blood.

Twilight's face twisted up in anger. Daughter or not, she was going to stop this massacring filly and her evil forces. She ran down the steps of her castle, with Starlight and Flash hot on her tail. They burst forth from the castle and ran into the street. "MIDNIGHT! STOP THIS AT ONCE!" She screamed in anger before skidding to a stop a few feet from her daughter.

Midnight laughed and then yelled, "HALT!" Her forces came to a stop and silence settled in. It was a deathly silence. Flash Sentry moved away to begin helping those who had been injured. Midnight watched her father with a gleam in her eye. "Kill him," she commanded simply to two ponies standing next to her. They walked over to where Flash was, but then Flash attacked them with lightning speed. He held them down as they begged for mercy. "Mercy? You don't deserve mercy!" He shouted as he prepared to slice open their throats with a sharp hoof.

"Flash!" Twilight suddenly yelled.

"What?!"

"Leave them alone," she said, "we will not stoop to the same level as Midnight and her allies."

When Twilight called Midnight by her real name, a murmur swept through the crowd. They all turned and looked back at their leader. She was still disguised as Ponita, so to them, she was still the same small, brown filly they had come to admire. "Miss Ponita," one of them said, "is that your real name?"

She turned and scoffed at him. "FOOL! Of course, that isn't my real name! My name is Midnight Mare, and I will rule this land!" At this, she squealed in evil laughter and removed her disguise. The ponies in the crowd all gasped at the frightening foal that now stood before them. "Is that who we've been following?" One of them asked. "I'm getting out of here!" Another proclaimed. Soon, Midnight's forces began moving away from her.

"What?! COWARDS!" The filly screamed, "COME BACK HERE AND FIGHT, YOU BUNCH OF TRAITORS!"

"Sorry, but we have no desire to help you take over Equestria," one of them said, "we thought you were going to help us. But you're only in it for yourself! Face it, Midnight, in the last 30 seconds, you have become a peon to all of us! You're no leader! YOU'RE THE COWARD!"

At this, the young one let out a scream that shook the ground and toppled buildings. Twilight and Starlight fought to keep their footing, and Twilight held back tears. She hated hearing insults levied at her daughter, even though she knew they were the absolute truth. When the small earthquake stopped, she faced Midnight.

The filly turned around as well, but Twilight saw a look of anger and raging hatred in her small eyes. In a flash, her mind returned to the peaceful night a few years earlier when Midnight had first made her presence known in the world. She remembered cradling her and telling herself that, no matter what, she would always defend her and love her. Now, that promise was in serious jeopardy.

"Midnight…please," Twilight said, "come home."

"NO!" The filly screamed, "YOU PIECES OF TRASH WILL ONLY MAKE LIFE MISERABLE FOR ME!"

"How have we made your life miserable?!" Twilight asked, "we've always tried to teach you…"

"That's your problem, Mommy! You think you can teach, but you can't! Your lessons?! I NEVER PAID ATTENTION TO ANY ONE OF THEM! You held me in and you refused to let me go to school with the other foals! I NEVER HAD ANY FRIENDS!"

Twilight backed up with a gasp as she realized that her daughter was absolutely right. She had kept her from friendship. The Princess of Friendship had denied her daughter the very thing that was so wonderful about life. The same thing that she taught her students to embrace and accept, she inadvertently taught her daughter to shun and contempt.

So, she bowed her head as more tears came. "My precious Midnight," she said, "I'm so sorry. You're right. I did keep you from friendship. I was so worried about this prophecy coming true, that I…"

"Prophecy?" Her daughter sneered, "what prophecy?"

"The very thing you're doing right now was foretold thousands of years ago by Seeing Eye, the great pony prophet."

She saw her daughter's eyes grow wide, "it was?"

She nodded, "and I have helped bring about that dark fulfillment. I have played a role in it. By keeping you from making friends, I helped the prophecy instead of hindering it."

Midnight's mouth fell open as she saw her mother weep. She never knew the sheer amount of love her mother held for her. But that didn't stop the dark spirit that had taken hold of her heart. "I don't care, Mommy! Cry all you want! I WILL RULE EQUESTRIA! But first…" here she stopped and let out a small, evil chuckle, "…I have a surprise for you and Aunt Starlight. I guess I can call her that and feel good about it now."

Both Starlight and Twilight gave Midnight curious looks. Whatever did she mean by that? "While I was gone, Mommy, I did some research on our family history. I found out that Grandma was having a little fun on the side. She cheated on Grandpa a lot!"

"What?!" Twilight asked in disbelief, "but…how could you possibly know a thing like that?!"

"Torture works wonders," Midnight said as she grinned wickedly, "I simply beat it out of Grandma." Twilight's mouth shook in anger. How could this small filly have beaten up her grandmother, who loved her so much? "Anyway," Midnight went on, "you had a sister, born of another stallion; and that sister…was Aunt Starlight!"


	18. Midnight Waxes

Twilight turned and looked at Starlight, her mouth agape. "Sisters?" She managed to stammer out. Her daughter looked at them both with an evil gleam in her eye. "Yes, sisters," she said mockingly, "you know, ponies who are supposed to be there for each other…oh, oops! I'm sorry! You just found out about your parents' little game of lies, didn't you?"

Starlight took a step toward Twilight and examined her. They certainly looked alike. Both mares were shades of purple, and both had deep purple eyes. They also both had streaks running through their manes. Could they possibly be related? Starlight remembered her father telling her that her mother had died giving birth to a second foal. Could that be a lie? Could her mother and Twilight's mother…be the same pony?

The two mares circled each other with wide eyed looks. Neither of them could really believe that the other one was her sister. It was just too sudden, too coincidental. Also, could they really trust anything that came from Midnight's lying lips? Could one of her small squeaks actually have been truthful?

They both turned and looked at Midnight, who produced a sheet of paper from her saddlebag. "This is the proof," she said loudly and haughtily, "I have you now, Mommy and Aunt Starlight! Nopony will follow you when they realize that you two have such filthy parents! Oh, and the best part? Now that you two know the truth, your friendship…is over! After all, who would want to be friends or share sisterhood with the daughter of a liar? Let's face it…both your parents lied! Mommy, Grandma lied to you ever since you were small! Aunt Starlight, your daddy lied to you! It was all a LIE!"

Her shriek turned into fits of laughter as she thought her small plan had worked. She thought that if she unleashed this type of news at them, they would be so angry at the situation and all of the lies that they would attack each other. But instead, she watched in shock as her mother and new aunt broke into smiles and ran into each other's arms. They cried on each other as they called the other one "sister" for the first time. True, they may have only been half-sisters, but they were related, and that was just an added thing for them to explore in their friendship.

"WHAT?!" Midnight squeaked furiously. "How?! Mommy, you're supposed to kill Aunt Starlight! After all, her daddy lied to you!"

"Yes, darling," Twilight said, "but Starlight never did. How on earth could she have known that she was my sister?"

"But…I…"

Twilight chuckled. Midnight's plan had completely backfired. Now maybe she would be able to talk some sense into her daughter. She stepped forward and gathered the small one into a hug. "Oh, my precious Midnight…"

"Get off of me, you putrid princess!" Her daughter squealed, but Twilight didn't let go. The pain from her daughter's barbed insults shot through her head and straight to her heart. She didn't think she could take it. But she held onto Midnight and never once let up. The filly scrabbled and clawed. She used her small hooves to open one or two puncture wounds on her mother's chest and stomach area, but still Twilight held on. "I'm more stubborn than you," she told Midnight, "and I'm not gonna let you go until you agree to listen to reason."

Midnight sighed and acquiesced, "alright, go ahead. But make it snappy!"

"Midnight, look at me. I am your mother. I love you with every fiber of my being, and I always will. I don't know why you're acting like this. But, just know that with every hoof step you take towards your dream of conquering Equestria, you shatter my heart again."

Her offspring gave her a wicked look. "Do I look like I care about your stupid heart?! I am MIDNIGHT MARE! I am destined for greatness, and your punishments and boundaries were only impeding my progress! I am the one…I am the greatest…I AM A GOD!"

With this evil squeal, she rose from the earth and used her magic to gather energy from all across Equestria. The winds began blowing. Twilight saw fire begin raining down from the heavens as Midnight took complete control of the sun away from Celestia! _The prophecy… _she thought as her mentality switched from comforting mother into protective princess. "Flash!" She yelled above the roar of the wind, "get everypony to a safe place!"

"What the hay are you gonna do?!" He screamed back, "I can't leave you here!"

"I'll fight her…" she said softly

"WHAT?!"

"I SAID I'LL FIGHT HER!"

He stepped back in shock. "No!" He suddenly shouted, "I can't let you do this alone!"

She pushed her way through the gale and embraced him. "It's OK, sweetheart," she said, "I'll be waiting for you when I get done, and hopefully, I'll have our daughter with me." Flash, seeing that his plea was falling on stubborn ears, simply nodded and kissed her. "Good luck," he said. With that, he ran off and began directing ponies back into their cottages. He even helped the ponies who were formerly in Midnight's army. They asked him why he was doing so, but his only reply was, "because that's what friends do."

Meanwhile, Twilight looked up at her daughter. She glowed with the powers of hell and Tartarus. Her coat appeared to be burning, and her eyes were touched to a deep orange. Her mouth was open in a silent scream of pure evil. Twilight shed a tear as she remembered the days when Midnight was very young and helpless. Now, to see her daughter like that, shattered the young princess's spirit.

But then, she looked over and saw Starlight standing outside one of the nearby cottages. Her other friends stood around her and they all locked eyes with the princess. With the exception of Pinkie, all the looks they gave her were serious and determined. Twilight looked back and nodded. Her friends all galloped to stand beside her. "You don't have to do this alone!" Rainbow Dash yelled.

"Yes, darling," Rarity said, "we're right behind you!"

She turned to her friends and nodded a silent show of thanks, and then pointed her nose to the sky. As she did, she closed her eyes and began weaving magic around herself and her friends. They started to float, and they floated until they were on Midnight's level. They looked around and they could see Equestria in a panic. Starlight flashed back to her first vision, where the four great volcanoes spat up their innards. She could see this happening. Midnight's magic was so strong, that she was controlling the elements all at the same time!

Rainbow Dash and Fluttershy looked and wept as they saw their beloved home town of Cloudsdale thrown into sheer chaos. The weather factory spat out lightning, thunder, and severe storms. Tornadoes were poured down on the flat areas of Equestria, while hurricanes accosted the coast. Just as the prophecy predicted, floods took care of the rest of the land.

Starlight looked as Equestria died in front of her. The prophecy had come true. There was no stopping it. At least, no way that she could see. Her vision played out in real life, only this time it was far worse. She looked back and saw that Twilight was preparing to fight her daughter. The purple princess drew on the energy of the Elements of Harmony. Then, all of her friends transformed into beautiful mares, full of friendship and trust. The many colors of the rainbow ran through their manes and tails. Even she transformed.

She saw tears in Twilight's eyes. The princess opened her mouth, "Midnight Sun, by the power vested in me, I hereby sentence you…to death." The gasps were audible. Would Twilight kill her own daughter? Surely not! The very thought was completely reprehensible. Dash tapped Twilight. "Twilight, I can't kill Midnight! She's our student! She's your daughter!"

"I know," Twilight said with eyes shut in sadness, "but I will do what needs to be done so that everypony in Equestria survives this."

"YOU CAN'T KILL ME," Midnight said with a voice that wasn't her own. It seemed to come from some devilish place inside her. It was demonic in nature, and it sent shivers down all of their spines. "I CONTROL LIFE AND DEATH! I AM GOD! YOU CANNOT KILL ME!"

Twilight gave her daughter a severe look. "I can try…" was all that escaped her lips. Then she let out a scream of anger and her friends followed suit. They all snorted and pawed at the air with their hooves. They took one final look at Equestria going to hell in a handbasket beneath them. Then they charged at the foal.


	19. Midnight Wanes

A/N: Hey, guys! First off, I wanna thank you all for the wonderful response this story has received! I've never had so many people read something that I've written, and it's been so much fun to see how many people are reading and enjoying this. Secondly, I want to make note of something in the chapter. I've labeled Equestria's Statue of Liberty, the Statue of Mareberty. I know it's not the best horse-related pun, but it's the only one I could come up with. The term "liberty" doesn't lend itself well to that kind of thing. Anyway, I hope y'all enjoy this!

Twilight led her friends into a ferocious battle. Even Fluttershy, through her kind soul, bit and scratched at the young one. But Midnight wouldn't go down. She continued pouring hell on Equestria. Twilight and Starlight flew together and fired dual magic blasts at the filly, but they simply bounced off of her. Rainbow Dash buzzed around her head, trying to distract her. Pinkie and Rarity charged at Midnight, swiping furiously with their sharp hooves.

But nothing they did worked. Midnight's coat was burning like the sun, and she had complete control over Equestria. Twilight looked on in horror as her daughter fulfilled the prophecy of her birth. She looked down and saw Ponyville in flames, as cottage after cottage burned to the ground with ponies screaming for their lives. She saw Flash and the guards of the Castle of Friendship helping as many as they could. She couldn't help but smile at their bravery and selflessness.

Then, suddenly, Celestia and Luna arrived in a flash of light. Twilight's mouth fell open in shock, but then she broke into a smile. "Princess Celestia! Princess Luna!" She called out. Her fellow royals quickly flew up beside her. "Twilight, the hour of reckoning is here," Celestia said loudly, "we must fight for the future of Equestria!"

Twilight's look suddenly turned grim. "But what future is there to fight for?! Look down there, Celestia! Ponyville is destroyed, and Equestria will follow suit! The prophecy…"

"Forget the stupid prophecy!" Celestia suddenly said sharply. Twilight shrank back a bit. Her old mentor had never once spoken to her like that. Had she done something wrong? Was she still on too low of a level to address Celestia by her first name, without the proper title? _But I've addressed her without the title before, _she said to herself, _and she's never once gotten angry about it. What could I have done?_

"Forgive me, Princess," she said, "if I did something wrong."

"You did nothing wrong," Celestia responded seriously, "but this isn't the time to worry about the prophecy. There's one thing about prophecies that I forgot to mention: there's always a way to stop the bad ones from coming true."

Instantly, Twilight returned to her conversation with Starlight when she told her the exact same thing. "Yes," she said to Celestia, "I know. But this situation seems so utterly hopeless! I mean, just look down there!"

"Twilight, get ahold of yourself! Yes, it looks hopeless, but you've faced these before, and come out a winner!" Twilight looked down, but suddenly Celestia grabbed her face with a hoof. "Look at me, Twilight! Don't look down! Keep looking ahead, and keep looking to your friends, and you'll solve this problem! Keep fighting for the very thing you love so much and work so hard to defend: the magic of friendship!"

Twilight realized that Celestia was absolutely right. If they were going to die, then they were going to go down fighting for their homes, their loved ones, their friends, and the land they all held so dear. She looked up and saw that Celestia and Luna had moved away from her and were engaged in heavy combat with the filly. "GIVE ME BACK MY SUN!" Celestia screamed. Her scream sent chills down Twilight's spine. She had never heard the Princess of the Day scream before, and it was unnerving, to say the least. But she quickly snapped out of it, and flew up to help them.

She, her friends, and the two princesses fought their hearts out against Midnight. Luna cast a freezing spell on the filly to try and remove the flames from her coat. But Midnight broke out of it and flew at Luna. Somehow, she was able to retain control of the sun and the elements while fighting all of them at the same time. Twilight couldn't help but be a little impressed with her daughter's ability. Still, though, the way she was using it was despicable and she accepted that the only way to defeat her might be to end her life. When she screamed her "sentencing" earlier, it had been a complete bluff. She wanted to shock Midnight into surrender. But Midnight wouldn't come quietly.

So, with tears in her eyes, she flew at her beloved daughter and began firing lethal magic blasts. _You made me do this, _she thought, _I tried to love you. I tried to guide you. I tried to put your hooves on the path to friendship and harmony. But I guess my love wasn't enough for you. I'm so sorry, my precious Midnight. But…I have to do this. _

But how could she? All she could see was the small, helpless foal she had cradled in her arms for so long. She saw the filly that had come to her when she had been frightened of something. She saw the filly she had nurtured and cherished for so long. But she also saw what could be for Midnight, and thought it was all for nothing. She saw that Midnight could grow up into a kind, sweet, strong, determined, wonderful Princess of Friendship that all of Equestria could be proud of.

Her mind clouded her aim, and her shots went haywire. "HEY!" Rainbow Dash called, her tail having been grazed by one of the shots, "watch your aim, Twi!" Twilight smiled sheepishly and reloaded her horn for another blow. She looked up and saw her daughter, holding her own against Celestia and Luna. _How is she so powerful? _She asked herself, and then shook her head. _Never mind. I have to defeat her, for my friends and for Equestria. _

She charged and aimed carefully. Then, with a scream that imparted both a princess's rage and a mother's love, she fired at her daughter. It was a direct hit. Midnight's small body hung limp for a few moments and then plummeted towards the Earth below. As quick as lightning, Twilight teleported beneath her and caught her, cradling her as she gently fluttered to the ground. She laid the small filly out and began to mourn silently. It was a tearless mourning. She couldn't cry. Her sadness and despair transcended all tears. All she did was sit there and stare into space. Her beloved foal was gone, and she had been the one to deliver the death blow.

Meanwhile, Celestia and Luna regained control of the heavens. They shot magic into Cloudsdale that calmed the weather factory. They erased all the tornadoes and all the hurricanes that had been plaguing the land. They also came together and shot one gigantic magic blast that ceased all the floods and destroyed all the fires. Celestia caused the sun to shine brighter than it ever had, hoping to encourage her subjects with its light. But it only illuminated the absolute devastation.

From where they hovered, they could see all of Equestria, and the sight caused them to hold each other as tears came. Their beloved home of Canterlot had been demolished by an earthquake. Their castle had crumbled, its once lofty towers now lying in a heap in the plazas below. Celestia could see her bedroom's corpse, mangled and broken. Luna looked towards her precious library, but could only see dust and the wayward pages of books that had been stripped away and now fluttered in the air.

They both turned and looked towards Manehattan. The mighty skyscrapers of the city had collapsed into dingy, dusty heaps. The Statue of Mareberty had been torn in two and its great head now lay in the middle of the Horseson River. All of its famous shops, museums, and tourist areas had been completely destroyed. Midnight had ravaged Manehattan.

As they looked around Equestria, every town their eyes fell upon looked worse than the last. Las Pegasus had been turned from a vacation hotspot into a mess of broken glass and shattered ponies. Baltimare's famous harbor had been polluted with a mess of drowned boats and sand that had been swirled up from the sea bed with the mighty winds of a hurricane. The small towns like Hoofington and Maneford had their homes destroyed and their farms uprooted and tossed away with the strength of the tornadoes.

Finally, their eyes rested on Ponyville beneath them. It was the worst of the worst. Every single cottage in the town had burned to the ground. The smoldering remains of the citizens' personal belongings festered within those ruins. The smoke wafted up and the acrid smell invaded the princesses' noses. They could hardly bear to look. How many ponies had died? How much destruction was there?

But the most devastating sight was Twilight huddled over her dead daughter. Celestia and Luna floated to the Earth and sat around her. She looked up at them with a face that betrayed her grief. Her lip quivered. She silently got up and moved to where Celestia was. She gave her a gut wrenching look and buried her head in her shoulder. Then the tears finally worked their way out. Celestia ran a soothing hoof down her back. _How? _She questioned herself, _how am I going to find the words to say to comfort her? How are we going to fix all this devastation? Will Luna and I ever be able to rule Equestria the same way again? _These questions fiddled with her mind as she let Twilight cry into her coat.


	20. The Power of Friendship

Twilight sniffed and looked up at Celestia. The princess's face radiated the sun, and she looked back down with kindness and understanding. In that moment, both were transported back to a much simpler and better time, when Twilight was nothing more than a student and Celestia was nothing more than a teacher, and they both didn't have such monstrous burdens to bear.

Celestia saw a pain reflected in her former student's eyes that made her heart ache. She didn't know what to say. For the first time in the thousands of years since she had taken the throne, she was completely speechless. What kind of right did she have to tell Twilight that everything would work out fine, when the purple princess's daughter lay dead behind her? She knew that nothing anypony said would ever erase the damage that had been done that day.

As the three princesses stood around each other, trying to figure out how to break the silence between them, other ponies slowly crept forward and gathered around Midnight's body. In death, she had turned from the malicious Midnight Mare back into the sweet and kind Midnight Sun. This only made Twilight's pain worse, as she recognized the filly she had poured her entire heart into. This pain was felt by all who stood next to her.

Her friends gathered in a close circle and joined hooves in a sign of unity and solidarity with her. They all gave her a look that silently told her of their support. Flash made his way through the crowd and embraced his wife. Once again, Twilight burst into tears and wept into his shoulder. "She's gone…our baby is gone," she whispered agonizingly. Flash tried to comfort her and fought back tears of his own. "I know, darling," he said in a shaky voice, "but we can have another one."

Twilight pulled back and gave him a gut wrenching look. "How?" She asked, "how can you just sit there and move on when our little girl is lying dead right there?! HOW?!" Flash was taken aback by the tone of his wife's voice. He had never heard her shriek like that. Her grief was horrifying to behold. She finally gave in to madness and threw herself upon the dead filly, wailing and weeping loudly. Her friends turned away, unwilling to see the pony they loved so dearly be put through such an experience.

Flash bent down and nuzzled Twilight, but she threw him off. "NO!" She screamed, "DON'T TOUCH ME! I just want to be alone with my filly! PLEASE, LEAVE ME! ALL OF YOU!" Her voice transitioned from heart rending grief to blazing anger in the space of a second. She turned up, her eyes burning with rage and sadness. "I SAID LEAVE! GO! GET THE HECK OUT OF HERE!"

But nopony moved. They loved the princess too much to leave her there in that state of mind. She began advancing on the group of supporters, her eyes glaring and her teeth grinding. Flash, Celestia, and Luna moved forward and quickly restrained her. "NO! GET OFF OF ME! GET OFF OF ME! JUST GO!"

"TWILIGHT!" Celestia shouted, "that's enough! You've gotta get ahold of yourself!"

"NO, IT'S NOT!" The Princess of Friendship wailed as she transitioned back into a grieving mother, "NO AMOUNT OF WAILING WILL EVER BE ENOUGH!"

"That's just the point, Twilight!" Flash said sternly as he shook his wife, "so you need to move on! Midnight's gone, and there's nothing we can do about it!"

Twilight gave him a distraught look as her anger faded. She felt completely empty inside without her beloved foal. Her heart was broken, and she thought it could never be repaired. She had given life to the filly that now lay at her hooves, and she had taken it away. She shed some more tears. The filly's tiny heart had stopped beating. Her small chest no longer rose and fell as it once did. Her eyes, though still open, stared blankly. Her mouth, which had once spoken loving words to her mother, had shut forever. Twilight reached a hoof over and quietly shut her eyes in a last show of love.

She sat up and turned to the crowd, which was quickly beginning to dissipate. They had been frightened by her tone of voice earlier and were carrying out her command to leave her. But then, she smiled and opened her mouth. "Wait, everypony!" So the crowd stopped and turned back to her.

"I'm sorry for my outburst," she said, "but my heart is shattered. I am no longer a mother, and perhaps I was never meant to be one in the first place. I made a lot of mistakes while raising Midnight, and I believe that contributed to the tragedy that has taken place here today. But, still, this was my daughter, and I loved her with every fiber of my being.

When she was born, I was the happiest mare in Equestria. I could finally experience what my brother and sister-in-law experienced with little Flurry Heart." Here, she stopped and cringed. She knew that The Crystal Empire was well within Midnight's firing range, and she hoped that Shining Armor and his family got out unharmed. They meant so much to her, and she would give anything to see their smiling faces.

She sighed and prepared to continue her small eulogy when suddenly, three new ponies shouldered through the crowd and stood before her. Her face broke into a smile as she recognized her brother and his family. She breathed a huge internal sigh of relief. They were okay, after all. She would ask them about it later, but first she had to finish her speech.

So she breathed in and continued. "That experience is something unlike any other. Before Midnight was born, Princess Celestia told me that there was an element of magic in motherhood unmatched by anything else in the world, and she was absolutely right. There are no words to describe the sheer amount of love Flash and I held for her. She was such an amazing filly. She was so kind and sweet, before she turned into this.

It was foretold thousands of years ago that she would become what you witnessed here today. We knew this, and we tried to guide her away from a life like that. But in so doing, we pushed her away from friendship and inadvertently helped turn her into a monster." She stopped and shuddered, remembering her daughter's screaming insults and terrifying power. "Thankfully, that monster no longer plagues Equestria. But I don't want my daughter remembered as a monster. I want her remembered as the sweet filly who used to go around Ponyville inquiring about things and trying to learn as much as she could. I want her remembered as the wonderful foal you all came to cherish just as much as Flash and I did.

Please, don't go. Especially in this hour of darkness, I need all of you. You're all my friends, and I shouldn't turn you away when you're trying to help me. I don't know what I've done to deserve such a wonderful group of ponies surrounding me."

"It's simple, Aunt Twily!" Flurry suddenly squeaked out, "you've given them friendship, and they've given you the same in return. That's how friendship works, isn't it?"

Twilight smiled down at her niece. This was a young filly who truly believed in the power and the magic of friendship. She couldn't have been prouder. "Yes, sweetie, that's definitely how it works, and you're right. These ponies have reflected true friendship to me. You know what? That's what's keeping the Spirit of Equestria alive. The friendship shown in this hour. We may be standing here amongst smoldering buildings and dead loved ones, but we also have our friends to lean on during this time. Take time to mourn your losses, and comfort each other. But just as sure as Celestia's sun rises to begin the day, and Luna's moon to begin the night, we will rebuild our land…and Flash and I will rebuild our family."

She finished and smiled at the crowd, who met her remarks with a great cheer. Flurry ran up and leapt into her aunt's arms. Twilight hugged the small one close. "I'm so proud of you, Flurry Heart! You understand so much about friendship. I'm thrilled that you're my niece!"

"I'm so glad you're my aunt, Aunt Twily! I love you!"

"I love you too, sweetie!"

Shining Armor and Cadance stepped forward and Twilight gently set Flurry down. Her brother and sister-in-law threw their hooves around her and wept tears of their own. After all, Midnight had been their niece, and they adored her just as much as Twilight and Flash did. "I'm so sorry, Twilight," Cadance said when they broke apart.

"Thank you, Cadance," Twilight said, "you three being here means a lot to me. But what happened to The Crystal Empire?!"

"It's completely buried in snow," Shining said sadly, "some of the ponies were already too far gone to save. Luckily, most got out alive. We made sure of that before we left."

"Well, you can come stay with us until we rebuild Equestria," Twilight said as she smiled, "we'd love to have you."

"Oh, Twily," Shining said, "we couldn't impose…"

"I insist," Twilight said.

"What did we do to deserve such a wonderful friend and family member like you?" Cadance asked, her eyes shining.

"You didn't do anything," Twilight said, "like Flurry said, friendship is reflected around by those who share it; and we definitely share it." They all smiled and grasped Twilight in a hug once again.

After a few minutes, the purple princess pulled away. She turned and looked around at the crowd. What she saw was amazing. The ponies were all helping each other in some way. Some of the unicorns used their magic to lift away broken beams and shattered glass to help find lost belongings. The pegasi searched high in the air for missing friends and loved ones. The Earth ponies used their magnificent strength to help move heavier parts of buildings.

_This…is exactly what Equestria is all about, _she thought to herself. The day had suddenly turned from one of despair, hopelessness, and utter devastation into one filled with hope and the light of friendship. _The Spirit of Equestria lives on, _she thought to herself, _and there's nothing anypony can do to destroy it. _


	21. A New Life

Over the ensuing months, Ponyville, along with the rest of Equestria, did its best to rebuild from Midnight's hell. New cottages were busily being constructed, and the Ponyville Hospital was overflowing with volunteers and extra doctors to help the sick and wounded. Fluttershy's animal sanctuary had been completely demolished as well, so the same crew that built it the first time was called in, only they listened to her a lot better this time around.

The town was buzzing with activity, and Twilight was very proud. As the residing Princess, she had ordered a town wide "Month of Help," where everypony did something to help another pony out. She never realized that the response would be so enormous. Everyone got involved and soon, the things that had been taken by Midnight's wrath were being replaced. Applejack and Rainbow Dash directed the rebuilding efforts, and Pinkie Pie, Rarity, and Fluttershy all helped out when they were needed.

Pinkie oversaw the reconstruction of Sugarcube Corner. She knew the old building inside and out and wanted to make the new one just exactly as it was, with a couple of small changes here and there. One day, Applejack strolled by on her daily inspection and checked out the building. "OK! BRING IT IN!" She heard Pinkie call out. Applejack's mouth fell open as one of the largest containers she had ever seen was dropped into the new front area of the store.

She quickly ran inside, worrying that the new structure wasn't sound enough to handle such an enormous package. "Pinkie, what the hay are you doin'?! That thing's bigger than my entire family!"

"Yep! I know," the pink mare responded cheerfully, "it's one of the new additions that's gonna make Sugarcube Corner even more amazing than it was before!"

"I don't know, Pinkie. As the manager of this whole rebuildin' operation, I don't know if I approve…"

But then, Pinkie opened the box. As the gigantic sides fell away and the top tumbled over, Applejack stared in awe. Standing before her was one of the biggest cake mixers she had ever seen. "The Cake Maker and Pie Preparer 5000!" Pinkie announced happily. "It'll make baking yummy cakes and delicious pies even more of a breeze! I mean, can you imagine the huge and wonderful apple pie we could make with the apples from your farm, Applejack?! IT WOULD BE AMAZING!"

"Yeah, it would, only…"

"Only what?"

"My orchard was burnt to a crisp when Midnight attacked. I don't think we'll have a harvest this season. I've planted new seeds, but they aren't sproutin'. I think Midnight did some kinda damage to the soil, and that's why it just ain't givin'."

Pinkie Pie grasped the surprised farmer in a hug. "It's OK, AJ! We'll just have to make some amazing pies after your crop comes in!"

"It may not be for a while, Pinkie."

"Oh, I don't care. We'll still get to make other kinds of pies, and LOADS of cake!"

Applejack smiled. Pinkie always did a great job at brightening up a horrifying situation, and this was no exception. Her bright eyed optimism could cure any depressed pony. She was feeling better just for being there and being around her. "Thanks, Pinkie," she said, "I needed this."

"Yep! No problem, AJ!"

With that, Applejack left the store and trotted back towards the Castle of Friendship. The castle had been the only thing left standing in Ponyville, and Twilight and Flash had let hundreds of ponies stay there until their homes were rebuilt. Needless to say, it was a rather hectic environment. Thankfully, a lot of the cottages had been done and Applejack had given her stamp of approval for ponies to live in them. So the castle guests had been depleted rapidly, until only Shining Armor, his family, and one or two other families remained.

She walked inside the castle and went up the main stairs to report to Twilight. She thought she might find her in the throne room, so that's where she went. When she walked inside, she found a sobbing Twilight and Flash and Starlight desperately attempting to console her. She quickly bounded over.

"Flash?! Starlight?! What the hay's goin' on?!"

"Twilight went to the doctor again today…" was all Flash said. Applejack backed up a bit. "Oh…" she said in understanding. Now she knew why Twilight was crying so hard. For the months since Midnight's death, she and Flash had been trying to have another foal. Twilight wanted to be a mother again so badly. "So…I take it the visit was…"

"Yes," Flash said, "Twilight just can't conceive right now and I don't know why."

"I know exactly why!" Twilight sobbed, "I'm being punished for being such a bad mother to Midnight!"

"Twilight, you can't say that!" Flash said, "you're not a bad mother at all!"

"If I'm not a bad mother, then why couldn't I stop her without killing her?! Why did she turn evil in the first place?!"

"Twilight, darling, I will never understand the fate of a pony. But what I do know is that you loved that little filly with all your heart, as did I. If that's being a bad mother, then I'm Princess Celestia."

He bent down and nuzzled her lovingly. She returned the gesture with affection of her own and the two kissed. "It'll be alright, Twily," Flash said as he hugged her, "we'll have another one, you'll see. But you've got to stop thinking you were a bad mother to Midnight. Everything you ever did was for her."

"But I…drove her away from friendship! I'm the Princess of Friendship…"

"And the Princess of Friendship is going to make mistakes! Twilight, listen. You shoulder such a huge burden, and a lot of it you put on yourself. I hate seeing you so stressed out when there's no reason to be. I firmly believe that we will have another foal, and we'll just have to keep trying until it comes."

Twilight nodded and smiled as Flash wiped her tears away. She really felt warmer with him just standing there holding her. This was the stallion she had fallen in love with, and she didn't want to go through this trial with anypony else. She backed away from him and looked at Starlight and Applejack, who both gave her supportive smiles. These were her friends, and she trusted them more than anything. She knew they would have her back through this rough time in her life. She was so thankful for them, so grateful that Celestia had sent her to Ponyville all those years ago.

A couple more weeks went by and Twilight went to the doctor again when she got up one morning and proclaimed that she was feeling "a little off." When she returned, she was absolutely beaming. Her face shone with the sun of Celestia and she ran into a surprised Flash's embrace and kissed him. She didn't even have to tell him. They were going to have another foal.

The news quickly spread around Ponyville and Equestria. Well-wishers came in their hundreds to visit the pregnant princess and her family. They sent her letters and gifts. Her friends showered her with presents and kind words every time they visited the castle. It was made even more special by the fact that Shining Armor, Cadance, and Flurry were living there through the entire gestation period. Twilight was happy, if a bit uncomfortable, and the ponies rejoiced with her.

Soon enough, the time came and Twilight was rushed to the hospital. Shining Armor found himself pacing the same carpeted floor he had three years earlier when Midnight had been born. Cadance and Flurry watched him pace. Flurry turned up and looked at her mother. She thought about asking why he was pacing, but she knew. After all, she was 8 years old now. "Mom," she asked, "can't you get Dad to stop pacing? He's giving me a neck ache!"

"Now, Flurry," her mother said, "you know very well that your father cares for your Aunt Twily a lot. If he wants to pace, let him pace. He's just nervous."

"And you aren't?"

"Of course, I am. But I've been through this before, multiple times. Twilight's a strong, able bodied mare. She'll pull through this with no problems."

"I wish we could be in there with her."

"I know, sweetie, but she's only let Flash and Starlight in with her right now. We'll get to go in soon enough."

Just as Cadance said that, the door opened and Starlight peeked out. The three ponies all rushed over and Starlight smiled at them. "It's another filly!" She proclaimed happily. "Can we see her, Aunt Starlight?" Flurry asked expectantly. She had been absolutely thrilled when she received the news that Starlight and Twilight were sisters, and had taken to her new aunt very well. She and Starlight had been inseparable.

Starlight nodded down at the filly, "yes, but only if you promise to behave and be quiet."

Flurry nodded excitedly and they all went in. They saw Twilight holding a small bundle and breathing steadily. Flurry trotted over to where her other aunt lay. "Auntie Twily?" She whispered, "can I see her?" Twilight looked over and smiled. "Of course, Flurry," she said as she pulled the small wrap back. There lay an extremely adorable little filly. She was completely purple, with a small white patch on her face. She carried a mane that was purple with a blue streak running through it. Her eyes were shut tight as she slept soundly.

"What's her name?" Flurry whispered as she gazed on her new cousin with affection.

"We're naming her Sunlight Dawn, because her light shall shine forth throughout Equestria as the future Princess of Friendship. The Dawn part of her name comes from the start of a brand new day, and this is the start of a brand new life and another chance for your Uncle Flash and I to raise a foal of our own."

Flurry smiled. The name fit the young one absolutely perfectly. Suddenly, the tiny filly opened her eyes and sneezed. The ponies in the room all smiled at how cute the newborn was. Flurry stood on her hind legs and peered into its eyes. They were blue, just like her father's. "Hi, Sunlight," she said softly, "I'm your cousin, Flurry Heart. We're gonna have lots of fun together when you grow up. You just wait and see."


	22. Epilogue: Zecora's New Prophecy

A/N: WOW! I just…I cannot believe how many people have even bothered to take a look at this. When I first wrote it and put it up, I expected to get maybe 20 or 30 people…but 2,100 plus?! I am overwhelmed with gratitude to every one of you who has read this. Y'all are the reason why I write and share what I've written. It's been so exciting to see the response this story has been getting. Now, I have a surprise for you…THERE WILL BE A SEQUEL! Yes, there will be an MLP: The Next Generation part 2! How will it go? Well, you'll have to read it and find out. I'm probably gonna let the story rest just as it is for a little while as I come up with new characters and plot elements, but there will be a sequel to this. Again, thanks so much. Without further ado, I present the final chapter of MLP: The Next Generation!

A few days after Sunlight came into existence, Twilight was allowed to return back to the castle. It seemed odd that she had to be told when she was allowed to do something, considering her royal status, but she just nodded her head and went with the doctor's advice. After all, he knew way more about her circumstances than she did. Yes, she had read the entire Ponyville Hospital Guide to Giving Birth 45 times, but even with that knowledge, she trusted the doctor way more than she trusted herself.

So it was that she was helped out of bed by a unicorn nurse and into a wheelchair. The nurse used her magic to push Twilight out of the hospital as the princess held her new foal close to her chest. The young one was asleep, and her breathing was nice and steady. She had opened and closed her eyes repeatedly over the past few days, and every time she opened them Twilight felt a new sense of love and wonder wash over her.

Outside the hospital, Flash was waiting to pick her up in a royal coach. He waved at her and she waved back before they got on board. Flash scooted next to her and kissed her cheek as he gave an affectionate look to Sunlight. The little filly opened her eyes and stretched her jaws wide in a yawn. She gave her father a bit of an indeterminate look, as babies are wont to do. It was as if to ask, "where did you come from?"

Both parents beamed at the little one as their coach pulled up to the Castle of Friendship. Their friends were all waiting there, with smiles as big as the cakes that Sugarcube Corner was now churning out regularly. But another someone made their presence known. It was Zecora and, instead of giving the occasion a hostile look, she was beaming as well. Twilight smiled at the kind zebra.

"Hello, Zecora," she said, "would you like to see Sunlight?"

The zebra nodded eagerly. "Yes, my dear Twilight, I would like to see the newest member of the royal family." Twilight grinned at the zebra's rhyme as she pulled back Sunlight's blanket. The small foal had her blue eyes open wide and she stared up at Zecora. The zebra smiled down. "Hello there, young one, welcome to the world. You shine brighter than the brightest of pearls. Twilight, my dear, I must commend, for Equestria, she will not apprehend."

At this cryptic statement, Twilight's look turned neutral. "Do…you have another prophecy, Zecora?"

Zecora nodded and launched into a new rhyme:

"Indeed, Twilight, you shall see,

That I have another prophecy.

But unlike the last, this one is not all dark.

Upon Equestria, this little foal shall make her mark.

But unlike Midnight, dark and twisted,

Her mark shall be made in friendship.

I have had good dreams about her, I must confess

This young one shall become an amazing princess

But, as with a lot of prophecies, there is a side

To this one that is not kind

In three years, beware the Summer Sun Celebration

Normally, this is a time of complete elation

All of Equestria gathers and shares

Hopes dreams beneath the orb of the Great White Mare

But beware this Summer Sun, dear Twilight

For it holds a dark future for our precious Sunlight

Now, once again, my rhyme is complete

So, I now bow and I take my leave."

With that, the zebra bowed, kissed the small foal on the head and left. But before she went, she shared a small gift with Twilight and Flash: a potion she had concocted to help the young one heal from various youthful ailments. As she left, Twilight and Flash shared a look. What could this new prophecy mean? What could the Summer Sun Celebration in three summers mean for their beloved Sunlight? The parents leaned into each other and shared a tender kiss. They knew that, whatever came their way, they would face it together.


End file.
